Document

DEF 14A 1 tph2022def14a.htm DEF 14A Document

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 ☒
Filed by a party other than the Registrant ☐

Check the appropriate box:


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

Tri Pointe Homes, Inc.

(Name of Registrant as Specified in Its Charter)

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

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

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders:

An annual meeting of stockholders (the “annual meeting”) of Tri Pointe Homes, Inc. (“Tri Pointe”) will be held at 10:00 a.m. Pacific Time, on Wednesday, April 20, 2022. Due to the continued public health impacts of the COVID-19 pandemic and to mitigate risks to the health and safety of our partners, stockholders and communities, the annual meeting will be held in a virtual format. The annual meeting will be held for the following purposes:

•to elect the six nominees named in the proxy statement to serve on Tri Pointe’s Board of Directors until his or her successor is elected and qualified or until his or her earlier resignation, removal or death (Proposal No. 1);

•to approve, on a non-binding, advisory basis, the compensation of Tri Pointe’s named executive officers (Proposal No. 2);

•to ratify the appointment of Ernst & Young LLP as Tri Pointe’s independent registered public accounting firm for 2022 (Proposal No. 3);

•to approve the Tri Pointe Homes, Inc. 2022 Long-Term Incentive Plan (Proposal No. 4);

•to transact any other business that may properly come before the annual meeting or any adjournments or postponements thereof.

These items of business are more fully described in the proxy statement accompanying this notice. Our Board of Directors recommends stockholders vote “FOR” the election of each of the six director nominees listed in Proposal No. 1 and “FOR” Proposals No. 2, No. 3 and No. 4.

All Tri Pointe stockholders are cordially invited to attend the annual meeting, although only those stockholders of record at the close of business on March 1, 2022 are entitled to receive notice of the annual meeting and to vote at the annual meeting and any adjournments or postponements of the annual meeting.

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR VOTE YOUR SHARES OF COMMON STOCK BY CALLING THE TOLL-FREE TELEPHONE NUMBER OR BY USING THE INTERNET AS DESCRIBED IN THE INSTRUCTIONS INCLUDED WITH YOUR PROXY CARD AT YOUR EARLIEST CONVENIENCE.

We have elected to take advantage of the rules that allow companies to furnish their proxy materials via the Internet. As a result, the proxy statement was made available on the Internet and we mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report on or about March 11, 2022. The Notice of Internet Availability of Proxy Materials also contains instructions on how to request a paper copy of our proxy statement and annual report. Tri Pointe’s proxy materials are available online at http://www.astproxyportal.com/ast/18094.

By Order of the Board of Directors,

David C. Lee

Secretary

Please vote your shares promptly. You can find instructions for voting on the enclosed proxy card.

March 11, 2022

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TABLE OF CONTENTS


			Page
INFORMATION ABOUT THE ANNUAL MEETING			1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING			5
PROPOSAL NO. 1 ELECTION OF DIRECTORS			11
PROPOSAL NO. 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION			13
PROPOSAL NO. 3 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			14
PROPOSAL NO. 4 APPROVAL OF THE TRI POINTE HOMES, INC. 2022 LONG-TERM INCENTIVE PLAN			15
BOARD OF DIRECTORS			26
CORPORATE GOVERNANCE			31
COMPENSATION DISCUSSION AND ANALYSIS			39
COMPENSATION COMMITTEE REPORT			57
OWNERSHIP OF OUR COMMON STOCK			58
EXECUTIVE COMPENSATION			60
DIRECTOR COMPENSATION			75
REPORT OF THE AUDIT COMMITTEE			77
MANAGEMENT			78
DELINQUENT SECTION 16(a) REPORTS			80
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			81
AUDIT COMMITTEE MATTERS			82
STOCKHOLDER PROPOSALS FOR 2023 ANNUAL MEETING			83
APPENDIX A: TRI POINTE HOMES, INC. 2022 LONG-TERM INCENTIVE PLAN			A-1

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INFORMATION ABOUT THE ANNUAL MEETING

General; Date; Time and Location; Purposes of the Meeting

The enclosed proxy is solicited on behalf of our Board of Directors for use at the annual meeting of stockholders of Tri Pointe Homes, Inc. (“Tri Pointe,” “we,” “us” or the “Company”) to be held at 10:00 a.m. Pacific Time, on Wednesday, April 20, 2022 or at any adjournments or postponements of the annual meeting, for the purposes set forth in this proxy statement and in the accompanying notice of annual meeting. In light of the continued public health impacts of the COVID-19 pandemic and to mitigate risks to the health and safety of our partners, stockholders and communities, the annual meeting will be held in a virtual meeting format only.

At the annual meeting, stockholders will be asked to:

•elect the six nominees named in this proxy statement to serve on our Board of Directors until his or her successor is elected and qualified or until his or her earlier resignation, removal or death (Proposal No. 1);

•approve, on a non-binding, advisory basis, the compensation of our named executive officers (Proposal No. 2);

•ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022 (Proposal No. 3);

•approve the Tri Pointe Homes, Inc. 2022 Long-Term Incentive Plan (Proposal No. 4); and

•transact any other business that may properly come before the annual meeting or any adjournments or postponements thereof.

When this proxy statement refers to the “annual meeting,” it is also referring to any adjournment or postponement of the annual meeting, if it is determined by our Board of Directors to be necessary or appropriate. These materials were first sent or made available to stockholders on March 11, 2022.

Electronic Delivery

In accordance with the rules and regulations adopted by the Securities and Exchange Commission (“SEC”), we have elected to furnish the proxy materials to our stockholders via the Internet. We believe electronic delivery will expedite stockholders’ receipt of proxy materials, while lowering costs and reducing the environmental impact of the annual meeting by reducing printing and mailing of full sets of proxy materials. This proxy statement was made available on the Internet and we mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the proxy materials on or about March 11, 2022. If a stockholder would like to receive a paper copy of the proxy materials, the Notice contains instructions on how to receive a paper copy.

Record Date; Quorum

Holders of record of our common stock at the close of business on March 1, 2022, the record date for the annual meeting, are entitled to receive notice of, and to vote at, the annual meeting and any adjournments or postponements thereof. At the close of business on the record date, 107,573,451 shares of our common stock were outstanding and entitled to vote. Stockholders are entitled to one vote on each matter submitted to the stockholders for each share of our common stock held as of the record date.

A quorum must be established in order for our stockholders to take action at the annual meeting. The presence at the annual meeting of the holders of stock having a majority of votes that could be cast by the holders of all outstanding stock entitled to vote at the annual meeting will constitute a quorum. If a share is represented for any purpose at the annual meeting, it will be deemed present for purposes of determining whether a quorum exists. Abstentions and “broker non-votes” will be counted as present and entitled to vote for purposes of determining a quorum. If a quorum is present when the annual meeting is convened, the subsequent withdrawal of stockholders, even if less than a quorum remains after such withdrawal, will not affect the ability of the remaining stockholders to lawfully transact business.

As of March 1, 2022, our directors and current executive officers held approximately 1.7% of the shares entitled to vote at the annual meeting. See “Ownership of Our Common Stock.”

Solicitation of Proxies

We will bear the entire cost of soliciting proxies from our stockholders. In addition to solicitation of proxies by mail, proxies may be solicited in person, by telephone or other electronic communications, such as emails or postings on our website by our directors, officers and employees, who will not receive additional compensation for these services. We have retained D.F. King & Co., Inc. to assist in the solicitation of proxies for a fee of $14,000 plus expenses. Banks, brokers and other nominees will be requested to forward soliciting material to beneficial owners of stock held of record by them, and we will reimburse those persons for their reasonable expenses in doing so.

Adjournments and Postponements

Although it is not currently expected, if it is determined by our Board of Directors to be necessary or appropriate, the annual meeting may be adjourned or postponed. Notice will not be given of any such adjourned meeting if the date, time and location, if any, thereof and the means of remote communication, if any, by which stockholders and proxy holders may be deemed present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the adjourned meeting. If our Board of Directors fixes a new record date for determination of stockholders entitled to vote at an adjourned meeting, our Board of Directors will also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as the record date determined for stockholders entitled to vote at the adjourned meeting.

Attending and Participating in the Annual Meeting

While stockholders will not be able to attend the annual meeting physically, the annual meeting has been designed to provide stockholders with the same opportunities to participate in the virtual meeting as they would have had at an in-person meeting. All stockholders, including stockholders of record and stockholders who hold their shares in “street name” through banks, brokers or other nominees, are invited to attend the annual meeting virtually.

To be admitted to the annual meeting, stockholders may visit https://web.lumiagm.com/207556636 and enter their 11-digit control number and the meeting password. The password for the meeting is TPH2022. Stockholders of record of our common stock at the close of business on March 1, 2022, the record date for the annual meeting, and stockholders who hold a “legal

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proxy” for the meeting provided by their bank, broker or other nominee, are entitled to receive notice of, and to vote at, the annual meeting and any adjournments or postponements thereof.

Using the 11-digit control number found on their proxy card or notice of internet availability, registered stockholders may vote during the annual meeting by following the instructions available on the meeting website during the meeting.

If a stockholder holds shares in “street name” through an account with a bank, broker or other nominee, the holder must register in advance to attend the annual meeting and contact its bank, broker or other nominee to obtain a “legal proxy”. To register, a stockholder must submit proof of such “legal proxy” reflecting their Company holdings, along with their name and email address, to American Stock Transfer & Trust Company, LLC: (1) by email to proxy@astfinancial.com; (2) by facsimile to (718) 765-8730 or (3) by mail to American Stock Transfer & Trust Company, LLC, Attn: Proxy Tabulation Department, 6201 15th Avenue, Brooklyn, NY 11219. Obtaining a “legal proxy” may take several days and stockholders are advised to register as far in advance as possible. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on April 13, 2022. Stockholders who register will receive a confirmation email from American Stock Transfer & Trust Company, LLC of their registration. Once registered, stockholders may likewise participate in and vote at the annual meeting by following the instructions available on the meeting website during the meeting.

Beginning one hour prior to, and during, the annual meeting, stockholders can view the agenda and rules of procedure for the annual meeting, as well as submit questions, at https://web.lumiagm.com/207556636. After the business portion of the annual meeting concludes and the meeting is adjourned, we will hold a Q&A session during which we intend to answer all questions submitted during the meeting that are pertinent to the Company and the items being brought before the stockholder vote at the annual meeting, as time permits and in accordance with the rules of procedure for the annual meeting.

Information on how to obtain access to the list of stockholders of record entitled to vote at the annual meeting for any purpose germane to the meeting will be available beginning ten days prior to the meeting and during the meeting on our website at investors.tripointehomes.com in the Investors—Resources—Annual Meeting Information section of the Investors webpage. Stockholders submitting any such request will be asked to include their control number.

Stockholders who encounter any difficulty accessing the virtual meeting should visit https://go.lumiglobal.com/faq for assistance.

Householding

SEC rules allow delivery of a single document to households at which two or more stockholders reside. This procedure, referred to as “householding,” reduces the volume of duplicate information received by stockholders, as well as our expenses. If a stockholder of record is eligible for householding, but it and other stockholders of record with which it shares an address receive multiple copies of the Notice, or if a stockholder of record holds stock in more than one account, and in either case the stockholder wishes to receive a single copy of the Notice for its household, it should notify our Corporate Secretary. If a stockholder participates in householding and wishes to receive a separate copy of the Notice, or does not wish to participate in householding and prefers to receive separate copies of the Notice in the future, it should notify our Corporate Secretary. A stockholder may notify our Corporate

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Secretary in writing at Tri Pointe Homes, Inc., 19540 Jamboree Road, Suite 300, Irvine, California 92612, Attention: Corporate Secretary, or by telephone at (949) 438-1400.

If a stockholder holds its shares through an intermediary that is utilizing householding and the stockholder wishes to receive separate copies of our annual report and proxy statement in the future, or if it is receiving multiple copies of our proxy materials and annual report and wishes to receive only one, it should contact its bank, broker or other nominee record holder.

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

The following are some of the questions that stockholders may have about the annual meeting and answers to those questions. These questions and answers are not meant to be a substitute for the information contained in the remainder of this proxy statement, and this information is qualified in its entirety by the more detailed descriptions and explanations contained elsewhere in this proxy statement. We urge our stockholders to read this proxy statement in its entirety prior to making any decision.

Q:What proposals will be voted on at the annual meeting?

A:Stockholders will vote on the following proposals:

•to elect the six nominees named in this proxy statement to serve on our Board of Directors until his or her successor is elected and qualified or until his or her earlier resignation, removal or death (Proposal No. 1);

•to approve, on a non-binding, advisory basis, the compensation of our named executive officers (Proposal No. 2);

•to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022 (Proposal No. 3); and

•to approve the Tri Pointe Homes, Inc. 2022 Long-Term Incentive Plan (Proposal No. 4).

Q:How does our Board of Directors recommend stockholders vote?

A:Our Board of Directors recommends that stockholders vote:

•“FOR” the election of each of the six nominees to our Board of Directors until his or her successor is elected and qualified or until his or her earlier resignation, removal or death (Proposal No. 1);

•“FOR” the approval, on an advisory basis, of the compensation of our named executive officers (Proposal No. 2);

•“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022 (Proposal No. 3);

•“FOR” the approval of the Tri Pointe Homes, Inc. 2022 Long-Term Incentive Plan (Proposal No. 4).

Questions With Respect to the Election of Directors (Proposal No. 1)

Q:What vote is required for election of directors?

A:Our Bylaws provide for majority voting in uncontested director elections. Uncontested director elections are defined as any meeting of stockholders at which directors are to be elected and the number of nominees does not exceed the number of directors to be elected. The election of directors at the annual meeting will be an uncontested director election, as defined. Therefore, each nominee for election as a director will be elected at the annual meeting if the number of votes cast “FOR” the nominee’s election exceeds the number of votes cast “AGAINST” the nominee’s election. Abstentions and “broker non-votes” will not be counted as votes cast and will not affect the outcome with regard to this proposal. There is no cumulative voting in the election of directors.

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Q:What if a stockholder returns a proxy but does not indicate how the shares should be voted with respect to Proposal No. 1?

A:If a stockholder submits a properly executed proxy to us but the proxy does not indicate how it should be voted on this proposal, the shares subject to the proxy will be voted “FOR” the election of each of the six nominees named in this proxy statement to our Board of Directors.

Q:What if a stockholder returns a proxy but instructs the proxy holder to abstain with respect to one or more nominees?

A:If a stockholder submits a properly executed proxy to us and the proxy instructs the proxy holder to abstain with respect to one or more nominees, the shares subject to the proxy will not be voted for or against that nominee or those nominees and will be voted “FOR” or “AGAINST” the remaining nominee(s), if any, as indicated on the proxy.

Q:What if a stockholder is a beneficial owner of shares held in “street name” and fails to provide voting instructions with respect to Proposal No. 1?

A:If a stockholder is the beneficial owner of shares held in “street name” through its bank, broker or other nominee, the bank, broker or other nominee will typically be prohibited from voting in its discretion on this proposal with respect to that stockholder’s shares and these “broker non-votes” will not affect the outcome of the election.

Questions With Respect to the Advisory Vote on Executive Compensation (Proposal No. 2)

Q:What vote is required to approve the advisory vote on executive compensation?

A:Pursuant to our Bylaws, this proposal requires the affirmative vote of the holders of stock having a majority of the votes that could be cast by the holders of all stock entitled to vote on the proposal that are present in person or by proxy at the annual meeting. The stockholder vote on this proposal is an advisory vote only and is not binding on Tri Pointe, our Board of Directors or our Compensation Committee.

Q:What if a stockholder returns a proxy but does not indicate how the shares should be voted with respect to Proposal No. 2?

A:If a stockholder submits a properly executed proxy to us but the proxy does not indicate how it should be voted on this proposal, the shares subject to the proxy will be voted “FOR” the adoption of the resolution approving the compensation of our named executive officers.

Q:What if a stockholder returns a proxy but instructs the proxy holder to abstain with respect to Proposal No. 2?

A:If a stockholder submits a properly executed proxy to us and the proxy instructs the proxy holder to abstain from voting on this proposal, the shares subject to the proxy will not be voted, and will have the effect of a vote “AGAINST”, with regard to this proposal.

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Q:What if a stockholder is a beneficial owner of shares held in “street name” and fails to provide voting instructions with respect to Proposal No. 2?

Questions With Respect to the Ratification of the Appointment of Auditors (Proposal No. 3)

Q:What vote is required to approve the ratification of the appointment of auditors?

Q:What if a stockholder returns a proxy but does not indicate how the shares should be voted with respect to Proposal No. 3?

A:If a stockholder submits a properly executed proxy to us but the proxy does not indicate how it should be voted on this proposal, the shares subject to the proxy will be voted “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022.

Q:What if a stockholder returns a proxy but instructs the proxy holder to abstain with respect to Proposal No. 3?

Q:What if a stockholder is a beneficial owner of shares held in “street name” and fails to provide voting instructions with respect to Proposal No. 3?

A:If a stockholder is the beneficial owner of shares held in “street name” through its bank, broker or other nominee, the bank, broker or other nominee will typically have the authority to exercise its voting discretion to vote on this proposal.

Questions With Respect to the Approval of the Tri Pointe Homes, Inc. 2022 Long-Term Incentive Plan (Proposal No. 4)

Q:What vote is required to approve the Tri Pointe Homes, Inc. 2022 Long-Term Incentive Plan?

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Q:What if a stockholder returns a proxy but does not indicate how the shares should be voted with respect to Proposal No. 4?

A:If a stockholder submits a properly executed proxy to us but the proxy does not indicate how it should be voted on this proposal, the shares subject to the proxy will be voted “FOR” the approval of the Tri Pointe Homes, Inc. 2022 Long-Term Incentive Plan.

Q:What if a stockholder returns a proxy but instructs the proxy holder to abstain with respect to Proposal No. 4?

Q:What if a stockholder is a beneficial owner of shares held in “street name” and fails to provide voting instructions with respect to Proposal No. 4?

General Questions

Q:How can stockholders cast their vote?

A:Stockholders may vote in one of the following ways:

•by using the toll-free number shown on the proxy card (or voting instruction card if a stockholder received its proxy materials from a bank, broker or other nominee);

•by visiting the website shown on the proxy card (or voting instruction card) to submit a proxy via the Internet;

•by completing, signing, dating and returning the enclosed proxy card (or voting instruction card) in the enclosed postage-paid envelope; or

•by attending the annual meeting virtually and voting their shares using their 11-digit control number by following the instructions available on the meeting website.

Q:If a stockholder is not going to attend the annual meeting, should that stockholder return its proxy card or otherwise vote its shares?

A:Yes. Returning the proxy card (or voting instruction card if a stockholder received its proxy materials from a bank, broker or other nominee) or voting by calling the toll-free number shown on the proxy card (or voting instruction card) or visiting the website shown on the proxy card (or voting instruction card) to submit a proxy via the Internet ensures that the shares will be represented and voted at the annual meeting, even if the stockholder will be unable to, or does not, attend.

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Q:If a stockholder’s shares are held in “street name” through its bank, broker or other nominee, will that bank, broker or other nominee vote those shares?

A:Banks, brokers or other nominees will not vote shares of a stockholder with respect to Proposals No. 1, No. 2 and No. 4 unless the stockholder instructs its bank, broker or other nominee how to vote. A stockholder should follow the directions on the voting instruction card provided by its bank, broker or other nominee regarding how to instruct its bank, broker or other nominee to vote its shares. If a stockholder does not provide its bank, broker or other nominee with instructions, under New York Stock Exchange (“NYSE”) rules, that bank, broker or other nominee will not be authorized to vote with respect to Proposals No. 1, No. 2 and No. 4, but may vote in its discretion with respect to Proposal No. 3.

Q:Can a stockholder change or revoke its proxy after mailing its proxy card?

A:Yes. If a stockholder has properly completed and submitted its proxy card, that stockholder can change or revoke its proxy vote in any of the following ways:

•by filing with our Corporate Secretary an instrument in writing revoking the proxy;

•by filing with our Corporate Secretary a duly executed proxy bearing a later date;

•by logging onto the website specified on the proxy card (or voting instruction card if a stockholder received its proxy materials from a bank, broker or other nominee) in the same manner a stockholder would to submit its proxy electronically or by calling the toll-free number specified on the proxy card (or voting instruction card) prior to the annual meeting, in each case if the stockholder is eligible to do so, and following the instructions on the proxy card (or voting instruction card); or

•by attending the annual meeting virtually and voting their shares using their 11-digit control number by following the instructions available on the meeting website.

Simply attending the annual meeting will not revoke a proxy. In the event of multiple online or telephone proxies submitted by a stockholder, each proxy will supersede any earlier dated proxy and the proxy bearing the latest date will be deemed to be the final proxy of that stockholder unless that proxy is revoked.

If a stockholder holds shares in “street name” through its bank, broker or other nominee, and has directed that person to vote its shares, it should instruct that person to change its vote, or if, in the alternative, a stockholder holding shares in “street name” wishes to vote in person at the annual meeting, the stockholder must obtain a “legal proxy” from the bank, broker or other nominee and submit such “legal proxy” in accordance with the procedures set forth above under “Information About the Annual Meeting—Attending and Participating in the Annual Meeting”.

Q:What should stockholders do now?

A:After carefully reading and considering the information contained in this proxy statement, stockholders should complete their proxies or voting instruction cards as soon as possible so that their shares will be represented and voted at the annual meeting. Stockholders should follow the instructions set forth on the enclosed proxy card (or the voting instruction card if a stockholder received its proxy materials from a bank, broker or other nominee).

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Q:Who can answer my questions?

A:If you have any questions about the annual meeting, need assistance in voting your shares or need additional copies of this proxy statement or the proxy card (or voting instruction card if you received your proxy materials from a bank, broker or other nominee), you should contact:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
(800) 207-3158 (Toll Free)
(212) 269-5550 (Call Collect)

Tri Pointe Homes, Inc.
19540 Jamboree Road, Suite 300
Irvine, California 92612
Attention: Investor Relations
Telephone: (949) 478-8696

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PROPOSAL NO. 1
ELECTION OF DIRECTORS

All of our directors are elected annually at the annual meeting of stockholders. Stockholders are requested to elect the six nominees named in this proxy statement to serve on our Board of Directors until his or her successor is elected and qualified or until his or her earlier resignation, removal or death.

The names of the six nominees for director and their current positions and offices with us are set forth below. Each of the nominees is currently a director. Detailed biographical information regarding each of these nominees is provided in “Board of Directors—Director Nominees.” Our Nominating and Corporate Governance Committee of our Board of Directors has reviewed the qualifications of each of the nominees and has recommended to our Board of Directors that each nominee be submitted to a vote at the annual meeting.

All of the nominees for election have consented to being named in this proxy statement and to serve if elected. If any nominee is unable or unwilling to serve, our Board of Directors may designate a substitute nominee or reduce the size of our Board of Directors. If our Board of Directors designates a substitute nominee, proxies may be voted for that substitute nominee. Our Board of Directors knows of no reason why any nominee will be unable or unwilling to serve if elected. Listed below are the six nominees for election as a director at the annual meeting.

Name

Age

Position

Mr. Steven J. Gilbert

Chairman of the Board

Mr. Douglas F. Bauer

Chief Executive Officer and Director

Mr. Lawrence B. Burrows

Independent Director

Mr. R. Kent Grahl

Independent Director

Ms. Vicki D. McWilliams

Independent Director

Ms. Constance B. Moore

Independent Director

Required Vote

Each nominee for election as a director will be elected if the number of votes cast “FOR” the nominee’s election exceeds the number of votes cast “AGAINST” the nominee’s election. Abstentions and “broker non-votes” will not be counted as votes cast and will not affect the outcome with regard to this proposal. There is no cumulative voting in the election of directors.

Director Resignation Policy

Under our director resignation policy, any incumbent director who is not re-elected must promptly tender a written offer of resignation as a director. Our Nominating and Corporate Governance Committee will consider the resignation offer and recommend to our Board of Directors whether to accept or reject the resignation offer, or whether other action should be taken. In determining whether to recommend that our Board of Directors accept any resignation offer, our Nominating and Corporate Governance Committee will be entitled to consider all factors believed relevant by our Nominating and Corporate Governance Committee’s members, including, but not limited to: (i) any stated or perceived reasons for the director not receiving a majority vote, (ii) any alternatives for curing the underlying cause of the votes against, (iii) the director’s tenure, (iv) the director’s qualifications, (v) the director’s past and expected future contributions to our Board of Directors, and (vi) the overall composition of our Board of

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Directors, including whether accepting the resignation would cause us to fail to meet any applicable SEC or NYSE requirements or violate any of our material agreements.

In determining what action to recommend or take regarding a director’s resignation, each of our Nominating and Corporate Governance Committee and our Board of Directors may consider a range of alternatives as it deems appropriate, including, but not limited to: (i) accepting the resignation offer, (ii) rejecting the resignation offer, (iii) rejecting the resignation offer to allow the director to remain on our Board of Directors but agreeing that the director will not be nominated for re-election to our Board of Directors at the next election of directors, (iv) deferring acceptance of the resignation offer until our Board of Directors can find a replacement director with the necessary qualifications to fill the vacancy that accepting the resignation offer would create, or (v) deferring acceptance of the resignation offer if the director can cure the underlying cause for not receiving a majority vote within a specified period of time.

Our Board of Directors will act on our Nominating and Corporate Governance Committee’s recommendation within 90 days following the certification of the stockholder vote. In deciding whether to accept the resignation offer, our Board of Directors will consider the factors considered by our Nominating and Corporate Governance Committee and any additional information and factors our Board of Directors believes to be relevant. If our Board of Directors accepts a director’s resignation offer pursuant to this process, our Nominating and Corporate Governance Committee will recommend to our Board of Directors and our Board of Directors will thereafter determine whether to fill such vacancy or reduce the size of our Board of Directors. Any director who tenders his or her resignation pursuant to this provision will not participate in the proceedings of either our Nominating and Corporate Governance Committee or our Board of Directors with respect to his or her own resignation offer. If other directors who are members of our Nominating and Corporate Governance Committee did not receive a majority vote in the same uncontested election of directors, so that a quorum of our Nominating and Corporate Governance Committee cannot be achieved, then the other independent directors on our Board of Directors who received a majority of votes cast in that election will consider such resignation offer and recommend to our Board of Directors whether to accept or reject the resignation offer, or whether other action should be taken, regarding the resignation of each director who did not receive a majority vote.

Our Board of Directors recommends that stockholders vote “FOR” the election of each of the six nominees to our Board of Directors.

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PROPOSAL NO. 2
ADVISORY VOTE ON EXECUTIVE COMPENSATION

We are required by the Securities Exchange Act of 1934, as amended (“Exchange Act”), to provide our stockholders with the opportunity to approve, on a non-binding, advisory basis, the compensation of our named executive officers (“NEOs”). At our 2020 annual meeting of stockholders, we asked our stockholders to vote as to the frequency of future advisory votes to approve the compensation of our NEOs, and approximately 90.2% of the votes cast were voted for every year. At our 2021 annual meeting of stockholders, we held our most recent such vote and approximately 98.2% of the votes cast were voted for approval, on a non-binding, advisory basis, of the compensation of our NEOs. At this annual meeting, we are asking our stockholders to approve, on a non-binding, advisory basis, the following resolution:

RESOLVED, that the stockholders of Tri Pointe Homes, Inc. approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in the Company’s 2022 proxy statement.

We encourage stockholders to review the Compensation Discussion and Analysis, the compensation tables and the related narrative disclosures in this proxy statement. We believe that our success is attributable in substantial part to our talented and committed executives. Therefore, we have designed our executive compensation program to achieve the following objectives:

•align the interests of our executive officers with those of our stockholders;

•motivate executive officers to grow long-term stockholder value;

•reinforce our pay for performance culture by aligning the compensation realized by our executive officers with the achievement of company goals;

•provide total compensation opportunities that allow us to attract, retain and motivate talented executive officers; and

•promote desired behavior through incentive compensation without encouraging imprudent risk-taking.

Although this proposal is non-binding, our Board of Directors values the views of our stockholders. Our Board of Directors and our Compensation Committee will review the results of the vote on this proposal when determining future executive compensation arrangements.

Required Vote

Approval of this proposal requires the affirmative vote of the holders of stock having a majority of the votes that could be cast by the holders of all stock entitled to vote on the proposal that are present in person or by proxy at the annual meeting. Abstentions will be treated as being present and entitled to vote, and will have the effect of a vote against, this proposal. “Broker non-votes” will not be treated as shares entitled to vote on the proposal and will not affect the outcome of the vote on this proposal.

Our Board of Directors recommends that stockholders vote “FOR” the adoption of the resolution approving, on a non-binding, advisory basis, the compensation of our NEOs.

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PROPOSAL NO. 3

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

Our Audit Committee has approved the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 and has further recommended that our Board of Directors submit the selection of our independent registered public accounting firm for ratification by stockholders at the annual meeting. Ernst & Young LLP has served as our independent registered public accounting firm since 2010. Representatives of Ernst & Young LLP are expected to attend the annual meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

None of our Bylaws, our Certificate of Incorporation or any other governing documents or applicable law requires stockholder ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm. However, our Board of Directors is submitting the selection of Ernst & Young LLP to stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, our Audit Committee will reconsider whether or not to retain Ernst & Young LLP, but may, nonetheless, retain Ernst & Young LLP as our independent registered public accounting firm. Even if the selection is ratified, our Audit Committee, in its discretion, may change the appointment at any time if it determines that such a change would be in the best interest of stockholders. For information concerning fees billed to us for the fiscal years ended December 31, 2021 and 2020, see “Audit Committee Matters—Independent Registered Public Accounting Firm Fees.”

Required Vote

Approval of this proposal requires the affirmative vote of the holders of stock having a majority of the votes that could be cast by the holders of all stock entitled to vote on the proposal that are present in person or by proxy at the annual meeting. Abstentions will be treated as being present and entitled to vote, and will have the effect of a vote against, with regard to this proposal. As this proposal is considered “routine,” banks, brokers or other nominees may exercise their voting discretion in the absence of specific instructions with regard to this proposal.

Our Board of Directors recommends that stockholders vote “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022.

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PROPOSAL NO. 4

APPROVAL OF THE TRI POINTE HOMES, INC. 2022 LONG-TERM INCENTIVE PLAN

Background

On February 16, 2022, our Board of Directors approved, subject to stockholder approval, the Tri Pointe Homes, Inc. 2022 Long-Term Incentive Plan (the “2022 Plan”). If the 2022 Plan is approved by our stockholders, it will authorize the issuance of up to 7,500,000 shares of our common stock for the grant of awards under the 2022 Plan.

The 2022 Plan will replace the TRI Pointe Group, Inc. Amended and Restated 2013 Long-Term Incentive Plan (the “2013 Plan”), and no new awards have been or will be granted under the 2013 Plan from and after February 23, 2022 (the date of the “overhang” data provided herein), assuming stockholder approval of the 2022 Plan. Any awards outstanding under the 2013 Plan on the date of stockholder approval of the 2022 Plan will remain subject to and be paid under the 2013 Plan, and any shares subject to outstanding awards under the 2013 Plan that subsequently expire, terminate, or are surrendered or forfeited for any reason without issuance of shares will automatically become available for issuance under the 2022 Plan.

Our Board of Directors recommends that stockholders approve the 2022 Plan. The purposes of the 2022 Plan include to:

•align the interests of our stockholders and the recipients of awards under the 2022 Plan by increasing the proprietary interest of such recipients in our growth and success;

•advance our interests by attracting and retaining directors, officers, employees, and other service providers; and

•motivate such persons to act in the long-term best interests of the Company and its stockholders.

If this proposal is not approved by our stockholders, the 2022 Plan will not become effective and the 2013 Plan will remain in effect in accordance with its present terms. However, the 2013 Plan is scheduled to terminate on January 30, 2023 by its terms, and only 3,610,675 shares remain available for issuance in respect of new awards under the 2013 Plan as of February 23, 2022. Accordingly, if this proposal is not approved by our stockholders, we will no longer be able to provide any meaningful amount of equity-based compensation. In that case, our ability to attract and retain talent may be adversely impacted, and this could affect our long-term success. Without equity-based compensation, we would be forced to rely on cash alternatives to provide competitive compensation. Those cash alternatives would, among other things, reduce the cash available for investment in our growth.

Key Features

The following features of the 2022 Plan will protect the interests of our stockholders:

•Limitation on terms of stock options and stock appreciation rights. The maximum term of each stock option and stock appreciation right (“SAR”) is 10 years.

•No repricing or grant of discounted stock options or SARs; no reload stock options/SARs. The 2022 Plan does not permit the repricing of stock options or SARs either by amending an existing award or by substituting a new award at a lower price. The 2022 Plan prohibits the granting of

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stock options or SARs with an exercise price less than the fair market value of the common stock on the date of grant. Reload grants of stock options and SARs are prohibited under the 2022 Plan.

•No single-trigger acceleration, “liberal” change in control definition, or excise tax gross-ups. Under the 2022 Plan, we do not automatically accelerate vesting of awards in connection with a change in control of the Company. The 2022 Plan does not include a “liberal” change in control definition. We do not provide change in control excise tax gross-ups.

•No liberal share counting for stock options/SARs. The 2022 Plan prohibits us from re-using shares that are tendered or surrendered to pay the exercise cost or tax obligation for stock options and SARs.

•Clawbacks. Awards granted under the 2022 Plan are subject to certain compensation recovery policies.

•Dividends. We will not pay dividends or dividend equivalents on stock options, SARs or on other unearned awards (both time-vesting and performance-vesting).

•Director award limits. The 2022 Plan contains annual limits on the amount of awards that may be granted to our non-employee directors.

Overhang and Burn Rate

We regularly review the dilutive effect of our equity compensation plans on our stockholders (sometimes called “overhang”). As of February 23, 2022, assuming approval of the 2022 Plan, our total overhang would be 9.5%. We believe that this level of overhang represents a reasonable and balanced level of dilution for our stockholders.1

We manage the long-term dilution from our equity compensation program by limiting the number of shares subject to equity awards that we grant annually, commonly referred to as “burn rate.” For more information regarding our burn rate for the past three calendar years (2019–21), please see “Information on Equity Compensation Plans as of February 23, 2022” below.

Summary of the 2022 Plan

The principal provisions of the 2022 Plan are summarized below. This summary is qualified in its entirety by reference to the 2022 Plan document, a copy of which is attached as Appendix A. To the extent the description below differs from the text of the 2022 Plan, the text of the 2022 Plan will control.

Administration

The 2022 Plan vests broad powers in a committee to administer and interpret the 2022 Plan. Until and unless otherwise determined by our Board of Directors, that committee will be our Compensation

1 For the purpose of calculating the overhang, we use “fully diluted overhang,” which equals Amount A divided by Amount B, where Amount A equals the sum of all outstanding equity awards plus shares available for future grants under all plans, and Amount B equals the sum of our total shares of common stock outstanding plus Amount A. As of February 23, 2022: (i) the number of outstanding equity awards equals approximately 4,067,278 shares; (ii) the number of shares available for future grants under all plans assuming approval of the 2022 Plan equals approximately 7,500,000 shares; and (iii) the number of shares of our common stock outstanding equals approximately 110,129,532 shares.

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Committee. In this capacity, our Compensation Committee has the authority to, among other things, select eligible persons for participation in the 2022 Plan and determine the form, amount, and timing of each award to such persons, to modify the terms of awards, to determine when awards will be granted and paid, and to make all other determinations which it deems necessary or desirable in the interpretation and administration of the Plan. Our Compensation Committee may also delegate certain of its award authority to the extent permitted by applicable law. In order to comply with foreign law, our Compensation Committee may modify the terms of outstanding awards, establish subplans and take other actions that it deems advisable, provided that no subplans or modifications may increase the number of shares available for grant under the 2022 Plan. Our Board of Directors may amend or terminate the 2022 Plan at any time, provided that stockholder approval may be required for certain amendments, to the extent required by applicable law. In addition, no amendment may change the provisions prohibiting repricing of stock options and SARs (described below) without stockholder approval.

Eligibility

Participants in the 2022 Plan consist of such officers, non-employee directors, employees, and consultants, and persons expected to become officers, non-employee directors, employees, and consultants of the Company and its subsidiaries as the Compensation Committee may select from time to time in its discretion. However, in accordance with applicable tax rules, only our employees (and the employees of our subsidiaries) are eligible to be granted incentive stock options.

As of February 23, 2022, there were approximately 1,435 employees, including four executive officers, and five non-employee directors who would be eligible to participate in the 2022 Plan.

Vesting

Our Compensation Committee determines the vesting conditions for awards. Vesting conditions may include the continued employment or service of the participant, the attainment of specified individual or corporate performance goals, or other factors in our Compensation Committee’s discretion.

Shares of Stock Available for Issuance

Subject to certain adjustments, the maximum number of shares of our common stock that may be issued under the 2022 Plan is 7,500,000 shares. In addition, if and to the extent that any awards granted under the 2013 Plan terminate, expire, are cancelled or are forfeited, the shares associated with such award will be added to the share reserve and become available for issuance under the 2022 Plan.

Shares subject to awards under the 2022 Plan that terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason, and shares underlying awards that are ultimately settled in cash, will again become available for future grants of awards under the 2022 Plan. Shares delivered to or withheld by the Company to pay the withholding taxes for stock awards (such as restricted stock and restricted stock units) or stock-based performance awards, but not stock options or stock-settled SARs, will again be available for issuance under the 2022 Plan.

The following shares will not become available again for award under the 2022 Plan: (i) shares that were subject to a stock-settled SAR and were not issued upon the net settlement or net exercise of such SAR; (ii) shares delivered to or withheld by the Company to pay the purchase price or the withholding taxes related to an outstanding stock option or SAR; or (iii) shares repurchased on the open market with the proceeds of a stock option exercise.

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Any shares issued in respect of awards granted in substitution for equity-based awards of an entity acquired by the Company or a subsidiary, or with which the Company or a subsidiary combine, will not reduce the total share reserve.

The maximum aggregate number of shares under the 2022 Plan that may be issued in respect of incentive stock options is 7,500,000. The market value of a share of our common stock as of February 23, 2022 was $20.51.

Non-Employee Director Award Limits

No awards may be granted under the 2022 Plan during any one calendar year to a non-employee director that exceed, together with any cash compensation received for such service, (i) $825,000 for a non-employee director serving as the Chairman, and (ii) $750,000 for a non-employee director not serving as the Chairman, in either case based on the grant date fair value for accounting purposes in the case of stock options or SARs and based on the fair market value of the common stock underlying the award on the grant date for other equity-based awards. The 2022 Plan permits disinterested members of our Board of Directors to make individual exceptions to this limit in extraordinary circumstances. Awards granted to non-employee directors upon initial election to our Board of Directors do not count towards the limits.

Types of Awards

The 2022 Plan provides for the grant of the following types of awards: (i) stock options (both incentive stock options (“ISOs”) or nonqualified stock options), (ii) SARs (both free-standing SARs or tandem SARs), (iii) restricted stock, (iv) restricted stock units (“RSUs”), (v) bonus stock awards, and (vi) performance awards.

Stock Options. A stock option entitles the holder to purchase from us a stated number of our shares at a specified price for a limited period of time. Our Compensation Committee will specify the number of shares of common stock subject to each option and the exercise price for such option, provided that, in case of an ISO, the exercise price may not be less than the fair market value of a share of common stock on the date the option is granted. However, for an ISO granted to a ten percent stockholder, the exercise price shall not be less than 110% of the fair market value of common stock on the date the stock option is granted.

Generally, stock options may be exercised in whole or in part through a cash payment. Our Compensation Committee, however, may in its discretion permit payment of the exercise price through other methods, including the delivery of previously owned whole shares, the withholding of shares by the Company, through a broker-dealer, or by a combination of cash, withheld shares and delivered shares.

All stock options will be exercisable in accordance with the terms of the applicable award agreement. The maximum term of an option will be determined by our Compensation Committee on the date of grant, but will not exceed 10 years (5 years in the case of ISOs granted to a ten percent stockholder). In the case of ISOs, the aggregate fair market value (determined as of the date of grant) of common stock with respect to which such ISOs become exercisable for the first time during any calendar year cannot exceed $100,000. ISOs granted in excess of this limitation will be treated as nonqualified stock options.

Stock Appreciation Rights. A SAR represents the right to receive, upon exercise, any appreciation in a share of common stock (including shares of restricted stock) over a particular time period. The award

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agreement will specify whether the SAR is a tandem SAR or a free-standing SAR. A tandem SAR provides the holder with a choice of exercising an option or the SAR, with the exercise of one eliminating the right to exercise the other. The base price of a tandem SAR may not be less than the exercise price of the related option. The base price of a free-standing SAR may not be less than the fair market value of the underlying common stock at the time the SAR is granted.

SARs may be exercised only during such periods and at such times and in such installments as established by our Compensation Committee; provided, however, that no tandem SAR will be exercised later than the expiration, cancellation, forfeiture or other termination of the related stock option and no free-standing SAR will be exercised later than ten years after its date of grant. A SAR may be exercised by (i) giving written notice to us specifying the number of whole SARs that are being exercised and (ii) executing such documents as we may reasonably request. In the case of a tandem SAR, a participant will also surrender to us any options that were cancelled by reason of the exercise of the SAR.

Restricted Stock. A restricted stock award is a grant of shares of common stock that are subject to forfeiture and transfer restrictions during a specified period. Our Compensation Committee will determine the price, if any, to be paid by the participant for each share of restricted stock. If the specified vesting conditions are not attained, the underlying common stock will be forfeited to us. Conversely, if and when the vesting conditions are satisfied, the restrictions imposed will lapse. During the restriction period, a participant will have the right to vote the shares underlying the restricted stock and receive dividends with respect to restricted stock. However, any such dividends will be subject to the same vesting conditions as the restricted stock to which they relate. If the underlying restricted stock is forfeited prior to becoming vested, accrued dividends will be forfeited as well.

Restricted Stock Units. An RSU represents a right to receive, on the achievement of specified vesting conditions, an amount equal to the fair market value of one share of our common stock. An RSU may be settled in shares of our common stock, cash or a combination of both, at the discretion of our Compensation Committee. Dividend equivalents may be granted in connection with an RSU award. For each unvested share of common stock underlying such award, a dividend equivalent entitles the participant to a payment (in cash or stock) equal to the amount of a dividend paid on a share of common stock, once the underlying share vests.

Bonus Stock. Bonus stock awards may be granted to participants. Bonus stock consists of shares of our common stock awarded to a participant without any restrictions or performance-based vesting conditions. Our Compensation Committee will determine the terms and conditions of each such award.

Performance Awards. Any award granted under the 2022 Plan may have a performance-vesting component based on the achievement, or the level of achievement, of one or more performance measures during a specified performance period, as established by our Compensation Committee. The performance measures may include, without limitation, one or more of the following corporate-wide or subsidiary, division, operating unit, or individual measures, stated in either absolute terms or relative terms, such as rates of growth or improvement: the attainment by a share of common stock of a specified fair market value for a specified period of time; earnings per share; return to stockholders (including dividends); return on assets; return on equity; earnings of the Company before or after taxes and/or interest; revenues; expenses; market share; cash flow or cost reduction goals; interest expense after taxes; return on investment; return on investment capital; return on operating costs; economic value created; operating margin; gross margin; the achievement of annual operating profit plans; net income before or after taxes; pretax earnings before interest; depreciation and/or amortization; pretax operating earnings after interest expense and before incentives and/or extraordinary or special items; operating earnings; net cash provided

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by operations; and strategic business criteria, specified market penetration, cost targets, customer satisfaction; or any combination of the foregoing. Our Compensation Committee may amend or adjust the performance measures or other terms and conditions of an outstanding award in recognition of unusual or nonrecurring events affecting us or our financial statements or changes in law or accounting principles.

Adjustments

In the event of any equity restructuring that causes the per share value of our common stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary dividend, our Compensation Committee will appropriately adjust awards under the 2022 Plan. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, equitable adjustments may be made as determined to be appropriate and equitable by our Compensation Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation) to prevent dilution or enlargement of rights of participants.

Change in Control

Upon (or in anticipation of and contingent upon) a change in control (as defined in the 2022 Plan), our Board of Directors (as constituted before the change in control) may, in its sole and absolute discretion, take any of the following actions:

•cause any or all outstanding awards to become vested and/or exercisable (as applicable), in whole or in part;

•cancel any award in exchange for a substitute award; and/or

•require outstanding awards, in whole or in part, to be surrendered to the Company and be immediately cancelled by the Company, and to provide for the holder to receive a payment (in cash and/or securities) in an amount equal to the value of the underlying shares (less any applicable exercise price) based on the value of the shares in the change in control transaction.

For purposes of the 2022 Plan, a change in control will occur only upon consummation of the relevant transaction and generally requires a more than 50% change in ownership (in case of a merger transaction or similar business combination) or sale of substantially all of our assets.

Repricing of Stock Options and SARs Prohibited

Our Compensation Committee may not, without obtaining stockholder approval, reprice stock options or SARs. Repricing stock options or SARs includes: (i) changing the terms of a stock option or SAR to lower its exercise price or base price; (ii) taking any other action that is treated as a “repricing” under generally accepted accounting principles; and (iii) repurchasing for cash or canceling a stock option or SAR at a time when its exercise price or base price is greater than the fair market value of a share in exchange for another award (unless such cancellation and exchange is in connection with a change in capitalization or similar event).

Clawbacks

Awards granted under the 2022 Plan are subject to any recoupment or clawback policy that we may adopt from time to time and to any requirement of applicable law, including the our clawback policy

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described ‘under “‘Clawback’ Policy” in the Compensation Discussion and Analysis section of this proxy statement.

Miscellaneous

Generally, awards granted under the 2022 Plan may not be transferred, except by will or intestate succession. However, our Compensation Committee may in its discretion authorize the gratuitous transfer of awards (other than incentive stock options) to family members of the grantee, partnerships owned by such family members, trusts for the benefit of such family members, similar estate planning vehicles or other persons.

Awards do not give participants stockholder rights unless and until shares of common stock are issued to such participants. Awards do not entitle any employee of other service provider to continue in the service of the Company or its affiliates.

Awards under the 2022 Plan will be subject to withholding for applicable taxes, to the extent required by law, and our Compensation Committee may authorize the withholding of shares subject to an award to satisfy required tax withholding.

Unless the 2022 Plan is extended with the approval of our stockholders or earlier terminated by our Board of Directors, the 2022 Plan will expire on April 20, 2032 (ten years after stockholder approval of the 2022 Plan), assuming stockholder approval of the 2022 Plan.

Federal Income Tax Consequences

The federal income tax consequences of the issuance, exercise and/or settlement of awards under the 2022 Plan are described below. The following information is only a summary and does not address all aspects of taxation that may be relevant to a particular participant in light of his or her personal circumstances. Participants should consult with their own tax advisors with respect to the tax consequences inherent in the ownership and exercise of the awards and the ownership and disposition of any underlying securities. The summary does not address the effects of other federal taxes (including possible “golden parachute” excise taxes) or taxes imposed under state, local or foreign tax laws. Tax laws are subject to change. Generally, we expect that all amounts taxable as ordinary income to participants under the 2022 Plan in respect of awards are will be deductible by us as compensation at the same time the participant recognizes the ordinary income, subject to the limitations of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). Under Section 162(m), we generally cannot deduct compensation paid to certain covered employees in excess of $1 million per year.

Nonqualified Stock Options

A participant recognizes no taxable income when a nonqualified stock option is granted. Upon exercise of a nonqualified stock option, a participant will recognize ordinary income equal to the excess of the fair market value of the shares received over the exercise price of the nonqualified stock option. A participant’s tax basis in shares of common stock received upon exercise of a nonqualified stock option will generally be equal to the fair market value of those shares on the exercise date, and the participant’s holding period for such shares will begin at that time. Upon sale of shares of common stock received upon exercise of a nonqualified stock option, the participant will realize short-term or long-term capital gain or loss, depending on the period the shares are held. The amount of such gain or loss will be equal to the difference between the amount realized in connection with the sale of the shares and the participant’s tax basis in such shares.

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Incentive Stock Options

A participant recognizes no taxable income when an incentive stock option is granted or exercised. So long as the participant meets the applicable holding period requirements for shares received upon exercise of an incentive stock option (two years from the date of grant and one year from the date of exercise), gain or loss realized by a participant upon sale of the shares received upon exercise will be long-term capital gain or loss, and we will not be entitled to a deduction. If, however, the participant disposes of the shares before meeting the applicable holding period requirements (a “disqualifying disposition”), the participant will then recognize ordinary income. The amount of ordinary income recognized by the participant is limited to the lesser of the gain on such sale and the difference between the fair market value of the shares of common stock on the date of exercise and the option exercise price. Any gain realized in excess of this amount will be treated as short- or long-term capital gain (depending on how long the shares are held). If the option price exceeds the amount realized upon such a disposition, the difference will be short- or long-term capital loss (depending on how long the shares are held). Notwithstanding the above, individuals subject to Alternative Minimum Tax may recognize ordinary income upon exercise of an incentive stock option.

Stock Appreciation Rights

A participant generally will not recognize taxable income upon the grant or vesting of a tandem SAR or a free-standing SAR. Upon exercising a SAR, a participant will recognize ordinary income in an amount equal to the difference between the base price and the fair market value of our common stock and/or cash received on the exercise date.

Restricted Stock

If a participant receives shares of restricted stock under the 2022 Plan and does not make the election described in the next paragraph, the participant will recognize no taxable income upon the receipt of the shares. When the forfeiture conditions with respect to the restricted stock lapse, the participant will recognize ordinary income equal to the fair market value of the shares at that time, less any amount paid for the shares. A participant’s tax basis in shares of restricted stock will generally be equal to the income recognized when the forfeiture conditions lapse, and the participant’s holding period for the shares will begin at that time. Upon sale of the shares, the participant will realize short- or long-term gain or loss, depending on how long the shares are held after the forfeiture conditions lapse. Such gain or loss will be equal to the difference between the amount realized upon the sale of the shares and the participant’s tax basis in the shares.

Participants receiving shares of restricted stock may make an election under Section 83(b) of the Code. By making a Section 83(b) election, the participant elects to recognize compensation income when the shares are received rather than at the time the forfeiture conditions lapse. The amount of such compensation income will be equal to the fair market value of the shares upon receipt (valued without regard to the forfeiture conditions and transfer restrictions applicable to the shares), less any amount paid for the shares. By making a Section 83(b) election, the participant will recognize no additional compensation income when the forfeiture conditions lapse. The participant’s tax basis in shares with respect to which a Section 83(b) election is made will generally be equal to the income recognized at grant, and the participant’s holding period for such shares will begin at that time. Upon sale of the shares, the participant will realize short- or long-term capital gain or loss, depending on the period the shares were held. However, if the shares are forfeited, the participant will not be entitled to claim a deduction with respect to any income tax paid upon making the Section 83(b) election. To make a Section 83(b)

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election, a participant must file an appropriate form of election with the Internal Revenue Service and with his or her employer, each within 30 days after the shares of restricted stock are issued.

Restricted Stock Units

When shares of common stock or cash with respect to RSU awards are delivered to the participant, the value of the shares or cash is then taxable to the participant as ordinary income. No taxable income is recognized upon receipt of a dividend equivalent right included as part of an RSU award. A participant will recognize ordinary income in the year in which a dividend or distribution, whether in cash, securities or other property, is paid to the participant. The amount of that income will be equal to the fair market value of the cash, securities or other property received.

Bonus Stock

A participant who receives a bonus stock award will recognize compensation taxable as ordinary income at the time the bonus stock is granted equal to the fair market value of the common stock subject to the bonus stock award on that date.

Performance Awards

When shares of common stock or cash with respect to the performance award are delivered to the participant, the value of the shares or cash is then taxable to the participant as ordinary income.

New Plan Benefits

If the 2022 Plan is approved by our stockholders, awards under the 2022 Plan will be determined by our Compensation Committee (or any individual or committee of individuals to whom our Compensation Committee delegates its authority) in its discretion, and it is therefore not possible to predict the number, name or positions of persons who will benefit from the 2022 Plan, if it is approved by stockholders, or the terms of any such benefits.

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Equity Compensation Plan Information

The following table sets forth certain information, as of December 31, 2021, with respect to our equity compensation plans under which our equity securities are authorized for issuance.


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#) (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($) (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#) (c)
Equity compensation plans approved by security holders	3,629,316	$ 15.58(1)	4,758,504
Equity compensation plans not approved by security holders	—	—	—
Total	3,629,316	$ 15.58(1)	4,758,504

__________


(1)			This weighted-average exercise price excludes outstanding RSUs that can be exercised for no consideration. At December 31, 2021, there were 134,926 shares of our common stock to be issued upon the exercise of outstanding options that we assumed in connection with our merger transaction with WRECO during the year ended December 31, 2014. The weighted-average exercise price of these assumed options was $14.25 at December 31, 2021.

Information on Equity Compensation Plans as of February 23, 2022

The information included above for the fiscal year ended December 31, 2021 is updated by the following information regarding all existing equity compensation plans as of February 23, 2022:

•Stock options outstanding: 281,225

•Weighted average exercise price of outstanding stock options under all existing equity compensation plans: $15.58

•Weighted average remaining contractual term of outstanding stock options: 1.5

•Time-based and performance-based RSUs outstanding: 3,786,053

•Total shares of common stock outstanding as of February 23, 2022: 110,129,532

•3,610,675 shares were available for grant under the 2013 Plan. If the 2022 Plan is approved, no shares will be available for grant from the 2013 Plan, and the only shares available for grant will be the 7,500,000 shares authorized under the 2022 Plan (plus shares added to the 2022 Plan for awards under the 2013 Plan that expire, terminate, or are surrendered or forfeited for any reason without issuance of shares after the effective date of the 2022 Plan).

The table below sets forth the following information for the years ended December 31, 2021, 2020 and 2019: (i) the number of time-based RSUs granted; (ii) the number of shares of common stock

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issued following the vesting of earned performance-based RSUs; (iii) the weighted average number of shares of common stock outstanding; and (iv) our burn rate.


	Year Ended December 31,
	2021	2020	2019
Time-Based RSUs Granted	670,009	709,799	1,056,334
Performance-Based RSUs Earned(1)	432,148	98,285	136,329
Weighted Average Shares of Common Stock Outstanding	112,836,051	129,368,964	140,851,444
Burn Rate	1.0%	0.6%	0.8%

__________


(1)			The burn rate in the above table has been calculated based on the number of shares of common stock issued following the vesting of earned performance-based RSUs in the applicable year. For reference, we granted an aggregate of 898,453, 754,445 and 599,999 performance-based RSUs in the years ended December 31, 2021, 2020 and 2019, respectively, in each case assuming maximum performance.

Required Vote

Our Board of Directors recommends that stockholders vote “FOR” the approval of the Tri Pointe Homes, Inc. 2022 Long-Term Incentive Plan.

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BOARD OF DIRECTORS

Composition of our Board of Directors

Our Certificate of Incorporation provides that the authorized number of directors shall not be fewer than three and shall be fixed from time to time solely by resolution adopted by affirmative vote of a majority of directors then in office. Our Board of Directors currently consists of six directors.

Pursuant to our employment agreement with Mr. Bauer, we have agreed that while he is employed under that agreement, we will nominate him for re-election as a member of our Board of Directors. See “Executive Compensation—Employment Agreements and RSU Awards.”

Director Nominees

The nominees for election to our Board of Directors, together with biographical information furnished by each of them and information regarding each nominee’s qualifications, are set forth below. There are no family relationships among our executive officers and directors.

DOUGLAS F. BAUER, 60, has served as our Chief Executive Officer and as a member of our Board of Directors since January 30, 2013. He was a member of TRI Pointe Homes, LLC’s (“TPH LLC”) board of managers prior to its conversion into a corporation. Prior to forming TPH LLC in April 2009, from 1989 to 2009, Mr. Bauer served in several capacities, including most recently the President and Chief Operating Officer, for William Lyon Homes, a homebuilding company whose common stock was listed on the NYSE from 1999 until the company was taken private in 2006. His prior titles at William Lyon Homes also included Chief Financial Officer and, prior thereto, President of its Northern California Division. Prior to his 20-year tenure at William Lyon Homes, Mr. Bauer spent seven years at Security Pacific National Bank in Los Angeles, California in various financial positions. Mr. Bauer has more than 30 years of experience in the real estate finance, development and homebuilding industry. Mr. Bauer is currently involved in legislative events through his participation in Leading Builders of America. He serves on the board of directors of Building Talent Foundation, a non-profit organization whose mission is to recruit, train and place individuals in the construction industry. Mr. Bauer has also been involved in both legislative efforts and community enhancement programs through his involvement in the California Building Industry Association and HomeAid Orange County, a charitable organization with the mission of building or renovating shelters for the temporarily homeless, which serves individuals and families who find themselves without shelter due to such factors as domestic violence, job loss, catastrophic illness and crisis pregnancy. Mr. Bauer received his B.A. from the University of Oregon and later received his M.B.A. from the University of Southern California. As our Chief Executive Officer, Mr. Bauer has intimate knowledge of our business and operations, and he provides our Board of Directors with extensive experience in real estate finance, operations and development, as well as a familiarity with the workings of the homebuilding industry.

LAWRENCE B. BURROWS, 69, has served as a member of our Board of Directors since July 7, 2014. Mr. Burrows served as an executive officer of the Weyerhaeuser Company from 2008 through 2013, when he retired after 25 years with the company. He was Senior Vice President of Wood Products for Weyerhaeuser Company from 2010 through 2013. From 2008 to 2010, Mr. Burrows was President and Chief Executive Officer of Weyerhaeuser Real Estate Company (“WRECO”). Prior to becoming WRECO’s President and Chief Executive Officer, he served as President of Winchester Homes, a WRECO subsidiary, from 2003 to 2008. Mr. Burrows serves on several non-profit boards: Community Foundation of Anne Arundel County, Dean’s Advisory Board of the Edward J. Bloustein School of Planning and Public Policy at Rutgers University, and as an officer and Treasurer of the Chesapeake

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Multi-Cultural Resource Center. Previously he served as a member of the Board of Directors and Audit Committee Chair of Conner Industries, a privately-held industrial wood and packaging solutions company. Before joining Weyerhaeuser Company and WRECO, Mr. Burrows was a real estate consultant and developer. Mr. Burrows served on the Board of Habitat for Humanity, Seattle/King County, and HomeAid of Northern Virginia. Mr. Burrows earned a B.A. from Rutgers University, a Masters in City Planning from the University of Pennsylvania, and is a graduate of the Wharton School of Business Advanced Management Program. He is the author of Growth Management: Issues, Techniques and Policy Implications, published by the Center for Urban Policy Research at Rutgers University. Our Board of Directors believes that Mr. Burrows’ experience in real estate development and homebuilding is a tremendous benefit to our Board of Directors.

STEVEN J. GILBERT, 74, has served as a director on our Board of Directors since January 30, 2013. Mr. Gilbert is Chairman of the Board of Gilbert Global Equity Partners, L.P., a billion dollar private equity fund, and has served in this capacity since 1998. He is also a director of Fairholme Funds (Nasdaq: FAIRX), an open-end investment company; a director of MBIA, Inc. (NYSE: MBI); and is the Lead Independent Director of the Empire State Realty Trust (NYSE: ESRT). He is also the Lead Independent Director of Oaktree Capital Group and Vice Chairman of MidOcean Equity Partners, LP. Mr. Gilbert formerly served as a director of SDCL EDGE Acquisition Corporation (NYSE: SEDA) from October 2021 until March 2022, Vice Chairman of Stone Tower Capital from January 2007 until April 2012, Senior Managing Director and Chairman of Sun Group (USA) until 2009, as well as a Senior Advisor to Continental Grain. From 1992 to 1997, he was a Founder and Managing General Partner of Soros Capital L.P., the principal venture capital and leveraged transaction entity of the Quantum Group of Funds, and a principal Advisor to Quantum Industrial Holdings Ltd. From 1988 to 1992, he was the Managing Director of Commonwealth Capital Partners, L.P., a private equity investment firm. Prior to that, from 1984 to 1988, Mr. Gilbert was the Managing General Partner of Chemical Venture Partners (now J. P. Morgan Capital Partners), which he founded. Mr. Gilbert was admitted to the Massachusetts Bar in 1970 and practiced law at Goodwin Procter & Hoar in Boston, Massachusetts. He was an associate in corporate finance at Morgan Stanley & Co. from 1972 to 1976, a Vice President at Wertheim & Co., Inc. from 1976 to 1978 and a Managing Director at E. F. Hutton International from 1978 to 1980. Mr. Gilbert was recently Chairman of the Board of Dura Automotive Systems, Inc., Chairman of CPM Holdings, True Temper Sports and a Director of J. O. Hambro Capital Management Group and the Asian Infrastructure Fund. Previously, Mr. Gilbert has been a Director of numerous companies, including Montpelier Re, Olympus Trust, Office Depot, Inc., Funk & Wagnalls, Inc., Parker Pen Limited, Piggly Wiggly Southern, Inc., Coast Community News, Inc., GTS-Duratek, Magnavox Electronic Systems Company, UroMed Corporation, Star City Casino Holdings, Ltd., Katz Media Corporation, Airport Group International, Batavia Investment Management, Ltd., Affinity Financial Group, Inc., ESAT Telecom, Ltd., Colep Holding, Ltd., NFO Worldwide, Terra Nova (Bermuda) Holdings, Limited and Veritas-DCG. He was the principal owner, Chairman and Chief Executive Officer of Lion’s Gate Films from 1980 to 1984. Mr. Gilbert is a member of the Council on Foreign Relations and the Global Agenda Council on Capital Flows of the World Economic Forum and a member of the Board of Governors of the Lauder Institute. Mr. Gilbert received his B.A. from the Wharton School at the University of Pennsylvania, his J.D. from the Harvard Law School and his M.B.A. from the Harvard Graduate School of Business. Mr. Gilbert provides our Board of Directors with vast investment management and leadership experience, and his prior and current service as a director of numerous publicly-held companies allows him to make valuable contributions to our Board of Directors.

R. KENT GRAHL, 59, has served as a member of our Board of Directors since September 27, 2021. Mr. Grahl served as Vice Chairman of the Board of Directors and President of Resmark Equity Partners, LLC from 1999 to 2019, where he originated, underwrote, managed and directed over $3.4 billion in equity investments that resulted in the delivery of over 27,000 residential for-sale homes, for-

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rent homes and lots. During his tenure, Mr. Grahl focused on delivering positive risk-adjusted returns for Resmark’s institutional investors and advised its Board of Directors on corporate initiatives and investment strategy. Prior to joining Resmark, Mr. Grahl served as lead consultant to Bankers Trust regarding its CalPERS-related residential investment program from 1998 to 1999, and from 1992 to 1998, served as Senior Vice President with Prudential Home Building Investors, where he was responsible for all investment originations and operations nationwide regarding its CalPERS-related residential investment program and Prudential’s National Residential Fund. Previously, from 1986 to 1992, Mr. Grahl served as Project Manager with Home Capital Corporation, a real estate investment subsidiary of HomeFed Bank, where he originated, underwrote and managed residential investments. Mr. Grahl graduated with a B.S. in Finance/Economics from San Diego State University in 1984 and received an M.B.A. from National University in 1987. Our Board of Directors believes that Mr. Grahl provides it with substantial experience in the development and financing of real estate, including within the homebuilding industry.

VICKI D. McWILLIAMS, 64, has served as a member of our Board of Directors since July 19, 2018. She has served as Executive Vice President of Stores for Williams-Sonoma, Inc. (NYSE: WSM), a specialty retailer of high-quality products for the home, since 2008. Her responsibilities include leading approximately 20,000 associates in 550 stores, as well as the customer care function. Ms. McWilliams’ responsibilities include developing retail strategies, human resources, profit and loss, margin, customer service, innovation in service offerings, product feedback and real estate relocations and remodels. Prior to joining Williams-Sonoma, Ms. McWilliams held several positions at Nordstrom (NYSE: JWN) during her 29-year tenure with the Company. From 1996 to 2008, she served as Executive Vice President, leading stores in Northern California and Washington, D.C. Her responsibilities included overseeing stores, developing retail strategies, distribution centers, product development, annual budgets and net income. Prior to her EVP role, Ms. McWilliams held various positions at Nordstrom, including leading the largest store, San Francisco Centre, and serving in buying roles earlier in her career. Ms. McWilliams received her B.A. in Clothing and Textiles from Washington State University. Ms. McWilliams was honored by the San Francisco Board of Supervisors in 2006 for excellence in business partnership, served on the Juvenile Diabetes San Francisco Board of Directors for over ten years and has lead campaigns for both the United Way and St. Jude’s. Ms. McWilliams provides our Board of Directors with expertise in consumer retail and the new home space and provides our Board of Directors with valuable insights regarding the customer experience.

CONSTANCE B. MOORE, 66, has served as a member of our Board of Directors since July 7, 2014. She has served as a director of Civeo Corporation (NYSE: CVEO) since June 2014. She served as a director of Columbia Property Trust (NYSE: CXP) from November 2017 until it was acquired in December 2021 (including as chair of its board of directors since December 2020), and served as a director of Strive Communities, a private company, from January 2019 until it was acquired in April 2021. Ms. Moore served as a Director of BRE Properties, Inc. (NYSE:BRE) from September 2002 until BRE was acquired in April 2014. Ms. Moore served as President and Chief Executive Officer of BRE from January 2005 until April 2014, served as President and Chief Operating Officer from January 2004 until December 2004 and served as Executive Vice President & Chief Operating Officer from September 2002 to December 2003. Ms. Moore has more than 40 years of experience in the real estate industry. Prior to joining BRE in 2002, she was a managing director of Security Capital Group & Affiliates. From 1993 to 2002, Ms. Moore held several executive positions with Security Capital Group, including co chairman and chief operating officer of Archstone Communities Trust. Ms. Moore holds an M.B.A. from the University of California, Berkeley, Haas School of Business and a bachelor's degree from San Jose State University. In 2009, she served as chair of the NAREIT. Currently, she is the chair of the Fisher Center for Real Estate and Urban Economics Policy Advisory Board at University of California, Berkeley, a Governor and a Trustee of the Urban Land Institute, serves on the board of Bridge Housing Corporation,

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serves on the board of the University of California, Berkeley, Haas School of Business, and serves on the board of the Tower Foundation at San Jose State University. Our Board of Directors believes that Ms. Moore provides it with significant leadership and real estate management experience.

Retired Director

Mr. Daniel S. Fulton retired from our Board of Directors effective as of December 31, 2021. We acknowledge and thank Mr. Fulton for his invaluable contributions to our Board of Directors and the Company during his more than seven years of service and wish him all the best in his future endeavors.

Qualifications and Characteristics for Directors

Our Board of Directors believes that the Board, as a whole, should possess a combination of skills, professional experience and diversity of backgrounds necessary to oversee our business. In addition, our Board of Directors believes there are certain attributes every director should possess, including high personal and professional ethical standards, practical wisdom, mature judgment and integrity. Our Board of Directors seeks out, and our Board of Directors is comprised of, individuals whose background and experience complement those of our other directors. In particular, our Board of Directors is comprised of persons with a diverse range of qualifications, skills and experience in areas including, but not limited to, real estate development, homebuilding, finance, investment management, sales and marketing, operations and consumer retail, as well as substantial experience serving on other public and private boards of directors and in senior management roles within companies across various industries. Additionally, two of our directors are female and one of our directors is ethnically diverse. Our Board of Directors and our Nominating and Corporate Governance Committee consider the qualifications of directors and director candidates individually and in the broader context of our Board of Directors’ overall composition and our current and future needs. Our Board of Directors believes that each director nominee possesses the qualities and experience that our Board of Directors and our Nominating and Governance Committee believe are important, as described in further detail below in the section entitled “Corporate Governance—Committees of our Board of Directors—Nominating and Corporate Governance Committee.”

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The chart below reflects certain of the key qualifications, skills and experiences of our director nominees.

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CORPORATE GOVERNANCE

Corporate Governance Highlights


ü			Separate independent Chairman of our Board of Directors and Chief Executive Officer (“CEO”)

ü			All directors are independent under NYSE standards, except CEO

ü			Audit, Compensation and Nominating and Corporate Governance Committees are each comprised solely of independent directors

ü			One-half of our Board of Directors self-identifies as either female or ethnically diverse

ü			Annual election of directors

ü			Majority voting in uncontested director elections

ü			Director resignation policy requiring incumbent directors who are not re-elected to tender promptly a written offer of resignation

ü			Stock ownership guidelines for our directors and executive officers

ü			Policy for recoupment of executive officer incentive based compensation in the event of certain restatements of our financial results

ü			Regular executive sessions of independent directors

Director Independence

Our Board of Directors has determined that five of its current directors, Mses. McWilliams and Moore and Messrs. Burrows, Gilbert and Grahl, constituting a majority of directors, satisfy the listing standards for independence of the NYSE. Our Board of Directors has also determined that Daniel S. Fulton, who retired as a director in 2021, also satisfied those listing standards for independence.

The non-management directors meet regularly in executive sessions outside the presence of management, and Mr. Gilbert, as Chairman of our Board of Directors, currently presides at all executive sessions of the non-management directors.

Leadership Structure of our Board of Directors

Our Corporate Governance Guidelines provide that our Board of Directors is free to select a Chairman in the manner it considers to be in our best interest and that the roles of Chairman of our Board of Directors and CEO may be filled by a single individual or two different persons. In 2014, our Board of Directors amended our Bylaws to provide that the position of Chairman of our Board of Directors is not an officer position. This provides our Board of Directors with flexibility to decide what leadership structure is in our best interests at any point in time. Currently, two different persons serve in these roles: Mr. Gilbert serves as Chairman of our Board of Directors and Mr. Bauer serves as CEO. At this time, our Board of Directors has determined that having Mr. Gilbert serve as Chairman of our Board of Directors and Mr. Bauer serve as CEO is in our best interest, as it allows Mr. Gilbert to focus on the effectiveness of our Board of Directors and oversight of our senior management team while Mr. Bauer focuses on executing our strategy and managing our business. In the future, however, our Board of Directors may determine that it is in our best interest to have a single individual serve as both Chairman of our Board of Directors and CEO.

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Role of our Board of Directors in Risk Oversight

One of the key functions of our Board of Directors is informed oversight of the risk management process. Our Board of Directors administers this oversight function directly, with support from three of its standing committees—our Audit Committee, our Compensation Committee and our Nominating and Corporate Governance Committee, each of which addresses risks specific to its respective areas of oversight. Our full Board of Directors monitors risks through regular reports from each of the committee chairs and is apprised of particular risk management matters in connection with its general oversight and approval of corporate matters. In connection with its reviews of our operations and corporate functions, our Board of Directors addresses the primary risks associated with those operations and corporate functions. In addition, our Board of Directors reviews the risks associated with our business strategies periodically throughout the year as part of its consideration of undertaking any such business strategies.

In connection with its risk management role, our Audit Committee considers and discusses with management our major financial risk exposures and the steps management takes to monitor and control these exposures. Our Audit Committee oversees the policies and processes relating to financial statements, financial reporting processes, compliance and auditing, as well as the guidelines, policies and processes for monitoring and mitigating related risks. Our Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs have the potential to encourage excessive risk-taking and reviews and discusses, at least annually, the relationship between risk management policies and practices, business strategy and our compensation policies and programs. Based on this oversight approach, we do not believe that our present employee compensation policies and programs are likely to have a material adverse effect on us. Our Nominating and Corporate Governance Committee provides oversight with respect to corporate governance and ethical conduct and monitors the effectiveness of our Corporate Governance Guidelines, including whether such guidelines are successful in preventing illegal or improper liability-creating conduct. In performing their respective functions, each committee has full access to management, as well as the ability to engage advisors.

It is neither feasible nor desirable to attempt to monitor or eliminate all risk. Accordingly, we necessarily face, and will continue to face, a variety of risks in the conduct of our business and there can be no assurance that our Board of Directors and its committees’ oversight will be effective in identifying and addressing all material risks. The foregoing description of the roles of our Board of Directors and its committees in risk oversight does not express or imply any additional or special duties, the duties of directors being only those prescribed by applicable law, nor is it a representation as to the existence or non-existence of facts relating to risks associated with our business.

Meetings of our Board of Directors

Our Board of Directors held four meetings during fiscal year 2021. Each member of our Board of Directors attended 75% or more of the aggregate number of meetings of our Board of Directors, and of the committees on which he or she was serving, held during fiscal year 2021. In accordance with our Corporate Governance Guidelines, we invite and generally expect our directors to attend the annual meeting. All of the members of our Board of Directors attended the 2021 annual meeting of stockholders.

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Committees of our Board of Directors

Our Bylaws permit our Board of Directors to designate one or more committees, including (i) an Audit Committee, (ii) a Compensation Committee and (iii) a Nominating and Corporate Governance Committee. The current members of each of these committees are set forth in the following table:

Name

Audit

Compensation

Nominating and Corporate Governance

Lawrence B. Burrows

Steven J. Gilbert

R. Kent Grahl

Vicki D. McWilliams

Constance B. Moore

__________

* Committee Chair

Our Audit, Compensation and Nominating and Corporate Governance Committees each have a written charter that is available on our website at investors.tripointehomes.com in the Governance—Governance Documents section of the Investors webpage. We also have an Executive Land Committee, comprised of Messrs. Burrows, Gilbert and Grahl, which reviews and approves land acquisitions or dispositions with a purchase price greater than $30 million but less than $75 million, as well as an Equity Award Committee, comprised of Mr. Bauer, which has authority to approve equity awards to our employees other than executive officers or other persons subject to Section 16 of the Exchange Act and certain other key executives.

Audit Committee. Our Audit Committee of our Board of Directors, pursuant to its written charter, oversees, among other matters:

•our financial reporting, auditing and internal control activities;

•the integrity and audits of our financial statements;

•our compliance with legal and regulatory requirements;

•the qualifications and independence of our independent auditors;

•the performance of our internal audit function and independent auditors; and

•our overall risk exposure and management.

Duties of our Audit Committee also include the following:

•annually reviewing and assessing the adequacy of our Audit Committee charter and the performance of our Audit Committee;

•being responsible for the appointment, retention and termination of our independent auditors and determining the compensation of our independent auditors;

•reviewing with the independent auditors the plans and results of the audit engagement;

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•evaluating the qualifications, performance and independence of our independent auditors;

•having sole authority to approve in advance all audit and non-audit services by our independent auditors, the scope and terms thereof and the fees therefor;

•reviewing the adequacy of our internal accounting controls;

•periodically reviewing with management our cybersecurity program;

•meeting at least quarterly with our senior management team, internal audit staff and independent auditors in separate executive sessions; and

•preparing the Audit Committee report required by SEC regulations to be included in our annual proxy statement.

Our Audit Committee is currently comprised of three directors, Messrs. Burrows and Grahl and Ms. Moore, each of whom is a non-employee and satisfies the independence requirements under the applicable listing standards of the NYSE and the applicable rules of the SEC, and otherwise satisfies the applicable requirements for audit committee service imposed by the Exchange Act, the NYSE, as well as any other applicable legal or regulatory requirements. Our Board of Directors, in its business judgment, has determined that each of these members is “financially literate” under the rules of the NYSE. Mr. Burrows serves as the Chair of our Audit Committee. Our Board of Directors has designated each of Messrs. Burrows and Grahl and Ms. Moore as an Audit Committee “financial expert,” as that term is defined by the SEC. Our Audit Committee met four times during fiscal year 2021.

Compensation Committee. Our Compensation Committee of our Board of Directors, pursuant to its written charter, has the following responsibilities, among others:

•assists our Board of Directors in developing and evaluating potential candidates for executive officer positions and overseeing the development of executive succession plans;

•administers, reviews and makes recommendations to our Board of Directors regarding our compensation plans;

•annually reviews and approves our corporate goals and objectives with respect to compensation for executive officers and, at least annually, evaluates each executive officer’s performance in light of such goals and objectives to set each executive officer’s annual compensation, including salary, bonus and equity and non-equity incentive compensation, subject to approval by our Board of Directors;

•provides oversight of management’s decisions regarding the performance, evaluation and compensation of other officers;

•reviews our incentive compensation arrangements to confirm that incentive pay does not encourage unnecessary risk-taking and reviews and discusses, at least annually, the relationship between risk management policies and practices, business strategy and our executive officers’ compensation;

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•assists management in complying with our proxy statement and annual report disclosure requirements;

•discusses with management the compensation discussion and analysis required by SEC regulations; and

•prepares a report on executive compensation to be included in our annual proxy statement.

Our Compensation Committee may form, and delegate authority to, subcommittees when it deems appropriate to the extent permitted under applicable law. In addition, our Compensation Committee may delegate some or all of its authority under the 2013 Plan and the proposed 2022 Plan to our Board of Directors or, subject to applicable law, to our Chief Executive Officer or such other executive officer as our Compensation Committee deems appropriate; provided, that our Compensation Committee may not delegate its authority under the 2013 Plan or the proposed 2022 Plan to our Chief Executive Officer or any other officer with regard to the selection for participation in the 2013 Plan or the proposed 2022 Plan of an executive officer, director or other person subject to Section 16 of the Exchange Act or decisions concerning the timing, price or amount of an award to such an officer, director or other person. In 2021, our Compensation Committee delegated authority to our Equity Award Committee, comprised of Mr. Bauer, to approve equity awards to our employees other than executive officers or other persons subject to Section 16 of the Exchange Act and certain other key executives.

Our Compensation Committee is currently comprised of four directors, Mses. McWilliams and Moore and Messrs. Gilbert and Grahl, each of whom is a non-employee and (i) satisfies the independence requirements under the applicable listing standards of the NYSE and the applicable rules of the SEC, (ii) otherwise satisfies the applicable requirements for compensation committee service imposed by the Exchange Act and the NYSE and (iii) meets the requirements for a “non-employee director” contained in Rule 16b‑3 under the Exchange Act, as well as any other applicable legal or regulatory requirements.

Our Chief Executive Officer, President/Chief Operating Officer, Chief Financial Officer, General Counsel and Chief Human Resources Officer do not participate in our Compensation Committee’s deliberations concerning their own compensation or the compensation of directors. However, they meet with our Compensation Committee and provide input regarding the amount and form of the compensation of our executive officers and key employees. No other executive officers participate in our Compensation Committee’s deliberations of the amount or form of the compensation of executive officers or directors.

Our Compensation Committee has the authority to retain and terminate any compensation consultant to be used to assist in the evaluation of executive officer compensation. Our Compensation Committee has engaged Semler Brossy Consulting Group, LLC (“Semler Brossy”) as its independent compensation consultant. The compensation consultant provides our Compensation Committee with data about the compensation practices and levels of a peer group of companies and other companies that may compete with us for executives and develops recommendations for structuring our compensation programs. The compensation consultant is retained by, and reports directly to, our Compensation Committee and does not provide any services directly to us or our management. Our Compensation Committee met four times during fiscal year 2021.

Compensation Committee Interlocks and Insider Participation. No member of our Compensation Committee is, or has been at any time, our officer or employee, nor has any member had any relationship with us requiring disclosure under Item 404 of Regulation S-K. None of our executive officers currently

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serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.

Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee of our Board of Directors, pursuant to its written charter, has the following responsibilities, among others:

•identifies individuals qualified to become members of our Board of Directors and ensures that our Board of Directors has the requisite expertise and its membership consists of persons with sufficiently diverse and independent backgrounds;

•develops, and recommends to our Board of Directors for its approval, qualifications for director candidates and periodically reviews these qualifications with our Board of Directors;

•reviews the committee structure of our Board of Directors and recommends directors to serve as members or chairs of each committee of our Board of Directors;

•reviews and recommends committee slates annually and recommends additional committee members to fill vacancies as needed;

•develops and recommends to our Board of Directors a set of corporate governance guidelines applicable to us and, at least annually, reviews such guidelines and recommends changes to our Board of Directors for approval as necessary; and

•oversees the annual self-evaluations of our Board of Directors and management.

Our Nominating and Corporate Governance Committee is currently comprised of three directors, Messrs. Gilbert and Burrows and Ms. McWilliams, each of whom is a non-employee and satisfies the independence-related requirements of the NYSE as well as any other applicable legal or regulatory requirements. Our Nominating and Corporate Governance Committee met three times during fiscal year 2021.

In evaluating candidates for nomination to our Board of Directors, our Nominating and Corporate Governance Committee takes into account the applicable requirements for directors under the Exchange Act, other applicable laws and the listing standards of the NYSE. Our Nominating and Corporate Governance Committee may take into consideration such other factors and criteria that it deems appropriate in evaluating a candidate, including the candidate’s judgment, skill, integrity, diversity, business or other experience, time availability in light of other commitments and conflicts of interest. Our Nominating and Corporate Governance Committee may (but is not required to) consider candidates suggested by management or other members of our Board of Directors. Although our Nominating and Corporate Governance Committee does not have a formal policy on diversity with regard to its consideration of director nominees, our Board of Directors recognizes the importance of diversity as it relates to viewpoints, backgrounds, leadership and business experience, as well as ethnicity, race and gender, and our Nominating and Corporate Governance Committee evaluates candidates’ ability to contribute to such diversity.

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Policy Regarding Stockholder Recommendations

We identify new director candidates through a variety of sources. Although our Nominating and Corporate Governance Committee does not have a formal policy regarding consideration of director candidates recommended by stockholders, our Corporate Governance Guidelines provide that, when formulating its director nomination recommendations, our Nominating and Corporate Governance Committee will consider candidates recommended by stockholders and others, as it deems appropriate. In considering candidates submitted by stockholders, our Nominating and Corporate Governance Committee will take into consideration applicable legal and exchange listing requirements, the needs of our Board of Directors and the qualifications of the candidate. Stockholders may propose director nominees by adhering to the advance notice procedures described in the section entitled “Stockholder Proposals for 2023 Annual Meeting” in this proxy statement. Our Nominating and Corporate Governance Committee may also establish procedures, from time to time, regarding submission of candidates by stockholders and others.

In considering director candidates for election at the annual meeting, our Nominating and Corporate Governance Committee did not consider nominees other than the six incumbent directors listed in Proposal No. 1 of this proxy statement, as no new candidates were proposed and these six incumbent directors continue to exhibit the qualifications described above.

Code of Business Conduct and Ethics

Our Board of Directors has adopted the Tri Pointe Homes, Inc. Code of Business Conduct and Ethics that applies to all officers, directors and employees. Additionally, our Board of Directors has adopted the Tri Pointe Homes, Inc. Code of Ethics for Senior Executive and Financial Officers that applies to the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer (or persons performing similar functions to the aforementioned officers). The Code of Business Conduct and Ethics along with the Code of Ethics for Senior Executive and Financial Officers are available on our website at investors.tripointehomes.com in the Governance—Governance Documents section of the Investors webpage. If we make any substantive amendments to either the Code of Business Conduct and Ethics or the Code of Ethics for Senior Executive and Financial Officers, or grant any waiver from a provision of either Code to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website. We have adopted these codes as guides for future conduct and, as such, they should not be considered to constitute representations as to past compliance.

Corporate Governance Guidelines

Our Corporate Governance Guidelines are available on our website at investors.tripointehomes.com in the Governance—Governance Documents section of the Investors webpage.

Environmental, Social and Governance (ESG) Matters

Pursuant to our Corporate Governance Guidelines, our Board of Directors is responsible for overseeing Tri Pointe’s policies, programs and strategy regarding environmental, social and governance-related matters, including, in consultation with our management team, with respect to ESG disclosures and assessments of the effectiveness of our policies, programs and strategy regarding ESG matters.

Consistent with our values, we recognize the importance of ESG considerations to our stakeholders and continue to look for ways to incorporate ESG into our sustainability and other initiatives.

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Additional data and disclosures regarding ESG matters are available on our website at investors.tripointehomes.com/ESG. The data and disclosures available on our website reference the sustainability accounting standards promulgated by the Sustainability Accounting Standards Board (SASB) for companies within the “Home Builders” industry. 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. For any questions or comments regarding ESG matters, please contact us at ESG@tripointehomes.com.

Stockholder Communications with our Board of Directors

Our stockholders and other interested persons who want to communicate directly with our Board of Directors as a group, the Chairman of our Board of Directors, the non-management directors as a group, or any individual director may do so by delivering such communication in care of our Corporate Secretary at: Tri Pointe Homes, Inc., Presiding Director or Non-Management Directors c/o Corporate Secretary, 19540 Jamboree Road, Suite 300, Irvine, California 92612.

All communications must be accompanied by the following information:

•if the person submitting the communication is a stockholder, a statement of the number of shares of our common stock that the person holds;

•if the person submitting the communication is not a stockholder, the nature of the person’s interest in us;

•any special interest (meaning an interest not in the capacity as a stockholder) of the person in the subject matter of the communication; and

•the address, telephone number and e-mail address, if any, of the person submitting the communication.

Communications received in writing are forwarded to (i) our Board of Directors, (ii) the non-management directors as a group, or (iii) any individual director to whom the communication is directed. However, the following communications will not be forwarded: any threatening, incoherent, obscene, defamatory or similarly inappropriate communication; any communication that involves an ordinary business matter (such as a job inquiry, a business account or transaction, a request for information about us, form letters, spam, invitations and other forms of mass mailings); surveys; and any communication that does not relate to matters relevant to us or our business, unless requested by a director or at management’s discretion. At each meeting of our Board of Directors, a summary of all such communications received since the last meeting that were not forwarded will be presented, and such communications will be available to directors on request.

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COMPENSATION DISCUSSION AND ANALYSIS

In this Compensation Discussion and Analysis, we describe our compensation practices, programs, and decisions for our NEOs, who were as follows for 2021:

•Douglas F. Bauer, CEO

•Thomas J. Mitchell, President and Chief Operating Officer (“COO”)

•Glenn J. Keeler, Chief Financial Officer and Chief Accounting Officer

•David C. Lee, Vice President, General Counsel and Secretary

For more information regarding our current executive officers, see “Management.”

Introduction and Compensation Philosophy

We design our compensation programs to achieve the following key objectives:

•align the interests of our executive officers with those of our stockholders;

•motivate executive officers to grow long-term stockholder value;

•reinforce our pay for performance culture by aligning the compensation realized by our executive officers with the achievement of company goals;

•provide total compensation opportunities that allow us to attract, retain and motivate talented executive officers; and

•promote desired behavior through incentive compensation without encouraging imprudent risk-taking.

Outlined below are the tools we use to obtain these objectives:

Link Pay to Performance: We link a significant portion of executive officer compensation to performance. On average, more than one-half of 2021 NEO total compensation was performance-based and was tied to several financial performance metrics.

Balance Performance Considerations: We utilize short-term and long-term performance awards to motivate performance while mitigating incentives for undue risk-taking.

Short-Term Performance. In 2021, we granted cash incentive awards with payouts based on achievement of a pre-tax income performance objective for the year.

Long-Term Performance. In 2021, we granted equity awards in the form of restricted stock units (“RSUs”) to motivate long-term performance, align the interests of our executive officers with those of our stockholders and encourage retention. On average, more than one-half of 2021 NEO total compensation was equity-based. In the case of Messrs. Bauer and Mitchell, 60% of the RSUs granted in 2021 (at target performance) were performance-based and 40% were time-based. For Messrs. Keeler and Lee, 50% of

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the RSUs granted in 2021 (at target performance) were performance-based and 50% were time-based.

Maintain Rigorous Stock Ownership Guidelines: Our minimum stock ownership guidelines encourage ownership and further align the interests of our executive officers with those of our stockholders.

These pay practices are discussed in more detail under “—2021 NEO Compensation Decisions” below.

Other Compensation and Governance Practices

What We Do


ü			Independent Consultant: Our Compensation Committee engages an independent compensation consultant that does not provide any other services to us.
ü			Independent Chairman of our Board of Directors: We separate the roles of Chairman of our Board of Directors and Chief Executive Officer. This separation allows the Chairman to focus on the effectiveness of our Board of Directors and oversight of our senior management while our CEO focuses on executing our strategy and managing our business.
ü			Prohibition on Hedging: We prohibit all directors, officers and employees from engaging in transactions that have the effect of hedging the economic value of their interests in our common equity.
ü			Clawback Policy: We have a policy that provides for recoupment of incentive compensation in the event of an accounting restatement and misconduct of an executive officer.
ü			Equity Grant Timing Policy: We have adopted a policy regarding the timing of equity awards.
ü			Double-Trigger Vesting: For equity awards assumed by a buyer in a change in control transaction, our equity award agreements provide for vesting of the awards only if the executive’s employment is involuntarily terminated without cause or voluntarily terminated for good reason.

What We Do Not Do


û			Provide Tax Gross Ups on Change in Control Benefits
û			Provide Excessive Executive Perquisites
û			Provide Tax Gross Ups on Perquisites or Benefits
û			Guarantee Base Salary Increases or Incentive Payments for Executives
û			Allow for Re-Pricing of Underwater Stock Options without Stockholder Approval

Compensation Decision-Making Process

Role of our Compensation Committee

Our Compensation Committee is responsible for reviewing and approving (subject to the approval of our Board of Directors), on an annual basis, the corporate goals and objectives with respect to the compensation of all of our executive officers, as described in our Compensation Committee Charter. Our Compensation Committee relies on its own review and the advice of its independent compensation consultant in establishing executive officer pay. While our Compensation Committee seeks the input of our CEO in making executive officer pay decisions, our Compensation Committee ultimately makes all decisions.

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In February 2021, our Compensation Committee reviewed and recommended that our Board of Directors approve annual incentive performance objectives for fiscal year 2021 and long-term incentive awards to our NEOs under our 2013 Plan.

After the completion of fiscal year 2021, our Compensation Committee recommended and our Board of Directors (i) approved annual incentive payouts for our NEOs based on the achievement of the performance objectives established at the beginning of 2021, and (ii) determined achievement of performance objectives with respect to the long-term incentive awards granted to Messrs. Bauer and Mitchell in 2019 that had a performance period ended December 31, 2021. A description of these payouts can be found under “—2021 NEO Compensation Decisions” below.

In February 2022, our Compensation Committee recommended, and our Board of Directors approved, annual incentive performance objectives for fiscal year 2022 and long-term incentive awards to our executive officers under our 2013 Plan, including performance-based RSUs with a performance period ending December 31, 2024.

Independent Compensation Consultant to our Compensation Committee

Our Compensation Committee has engaged Semler Brossy as its independent compensation consultant. Semler Brossy’s duties generally include preparation of material for our Compensation Committee’s executive officer pay analysis, review of our peer group, recommendations for non-employee director compensation, discussion and analysis of potential incentive programs, review and analysis of executive officer employment agreements and work on behalf of our Compensation Committee to review management’s recommendations to our Compensation Committee about executive officer pay matters. Semler Brossy also provides periodic updates on regulatory and governance trends, as well as other support, to the Compensation Committee, upon request from time to time. Semler Brossy has been retained by, and reports directly to, our Compensation Committee, and does not provide any services to us other than those described above. Our Compensation Committee has assessed Semler Brossy’s independence in light of SEC requirements and NYSE listing standards relating to adviser independence and determined that Semler Brossy’s work does not raise any conflict of interest or independence concerns.

Role of Management

Our Compensation Committee requested that certain members of senior management, in consultation with Semler Brossy, draft meeting agendas and provide executive compensation information or recommendations to our Compensation Committee. Our Compensation Committee remained in regular communication with members of senior management, who consulted with Semler Brossy regarding the design of our executive compensation program. Our CEO, President/Chief Operating Officer, Chief Financial Officer, General Counsel and Chief Human Resources Officer were invited by our Compensation Committee to attend all or portions of certain meetings to present information and answer questions regarding, among other things, potential performance metrics and operational performance goals. However, our Compensation Committee makes all decisions regarding the compensation for the CEO and President/Chief Operating Officer in executive session without management present. Our CEO submitted base salary, annual cash incentive and long-term incentive recommendations to our Compensation Committee for Messrs. Keeler and Lee for both 2021 and 2022, which our Compensation Committee considered in making its determinations. In addition, our Compensation Committee delegated to the CEO limited authority to make equity awards to employees who are not executive officers.

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Peer Group and Market Data

Our Compensation Committee examines market data annually to understand both pay levels and pay practices. Our Compensation Committee primarily reviews data from a peer group that consists of publicly-traded homebuilding companies, which our Compensation Committee believes is an appropriate list of competitors for business and talent. Our Compensation Committee uses peer group data to assess the reasonableness of executive officer pay and generally seeks to ensure the aggregate compensation for the executive officers is comparable over time to companies similar to us. For Mr. Lee, our Compensation Committee reviews pay data from compensation surveys for both homebuilders and the broader market when assessing pay decisions.

For our CEO and President/Chief Operating Officer, our Compensation Committee targets the 65th percentile of market for target total compensation, with market defined as the average pay levels for the top two highest paid executive officers among our peers. Our Compensation Committee determined that, due to the experience, capabilities, shared responsibilities and contributions of our CEO and President/Chief Operating Officer as long-tenured executives and founders of the Company, targeting compensation for such executive officers above the median of the market (as such market is defined immediately above) is appropriate. Our pay levels for Messrs. Bauer and Mitchell are intentionally less differentiated than would be expected in the market given the greater sharing of management responsibilities between these executives than would be the case at many other peer companies. Our Compensation Committee does not have an explicit pay positioning strategy relative to peers by component of pay or by executive for our other executive officers.

Our Compensation Committee, in consultation with Semler Brossy and our management, periodically reviews and considers changes to the composition of our peer group. The companies in our 2021 peer group are shown in the table below.


Our Peer Group
Beazer Homes USA						NVR
Hovnanian Enterprises						PulteGroup
KB Home						Taylor Morrison
M.D.C. Holdings						Century Communities
Toll Brothers						LGI Homes
M/I Homes						Meritage Homes

For purposes of measuring relative total stockholder return (“TSR”) to determine the modifier applicable to our performance-based RSU awards in 2021, our Compensation Committee used all of the companies listed in the peer group above, and also included D.R. Horton and Lennar.

D.R. Horton and Lennar were not included in our peer group for pay benchmarking purposes because the annual revenue of each company was greater than five times our annual revenue. As a result, our Compensation Committee determined that these companies were not sufficiently comparable from a pay level perspective.

Advisory Vote on Executive Compensation

At our 2021 Annual Meeting of Stockholders, our stockholders voted to approve on an advisory basis the compensation of our NEOs. Approximately 98.2% of the votes cast with respect to this proposal were cast for approval of our NEOs’ compensation. Our Compensation Committee determined that the

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executive compensation philosophy and compensation elements continued to be appropriate. Although we continue to review and consider updates to our compensation programs annually, we have not made any change specifically in response to the advisory vote of our stockholders.

At the annual meeting, our stockholders will vote on an advisory basis whether to approve the compensation of our NEOs. Our Board of Directors and our Compensation Committee will review and consider the result of such vote when determining future executive compensation arrangements.

Pay Design and Compensation Elements

Our compensation programs are comprised of the following compensation elements:

•Base Salary. The base salaries of our executive officers are intended to provide a competitive level of fixed compensation in order to attract, retain and motivate talented executive officers. Base salaries are generally set based on each executive officer’s responsibilities, performance, skills and experience as compared with relevant market data.

•Annual Incentive Program. In furtherance of our compensation philosophy to award incentive bonuses based on performance, we design our annual incentive programs to motivate and reward executive officers for achieving pre-established company financial performance objectives.

•Long-term Incentive Awards. Our Compensation Committee believes that a substantial portion of each executive officer’s compensation should be in the form of long-term equity incentive compensation. While our annual incentive programs reward executive officers for actions that impact short- and mid-term performance, our Compensation Committee recognizes that long-term equity incentive awards also serve the interests of our stockholders by:

◦giving these key employees the opportunity to participate in the long-term appreciation of our common stock;

◦encouraging executive officers to create and sustain stockholder value over longer periods because the value of equity awards is directly attributable to changes in the price of our common stock over time; and

◦promoting executive officer retention because the full value of equity awards cannot be realized until vesting occurs, which generally requires continued employment for multiple years.

In addition, a significant portion of the long-term incentive awards granted to our NEOs are in the form of performance-based equity awards linked to specified performance metrics.

2021 NEO Pay Programs

In 2021, our Compensation Committee continued the process of aligning our pay practices with other large homebuilders.

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The graphs below illustrate the relative average mix of the (i) base salary, (ii) annual incentive target and (iii) long-term incentive award target for Messrs. Bauer and Mitchell and all other NEOs for 2021. The incentive mix for Messrs. Bauer and Mitchell was more substantially performance-based, recognizing the higher level of responsibility of these NEOs and their greater ability to influence overall business results.

The table below summarizes the three key elements of 2021 compensation for our NEOs. In addition to these compensation elements, our NEOs participate in benefits and other programs as described in “—Other Compensation Programs and Policies.”

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Pay Element

Purpose

2021 Description

Base Salary

Provide a competitive level of fixed compensation to attract, retain and motivate talented executive officers

Our Board of Directors and our Compensation Committee reviewed fixed cash compensation levels and made adjustments depending on the executive officer’s responsibilities, performance, skills and experience as compared to relevant market data.

Annual Cash Incentive

Motivate and reward executive officers for achieving pre-established company performance goals

Our Board of Directors, with the recommendation of our Compensation Committee, approved cash performance awards for our NEOs under the 2013 Plan with a performance period of January 1, 2021 to December 31, 2021. Actual payout amounts were based on the Company’s level of achievement of the 2021 fiscal year pre-tax income annual incentive performance objective (equal to the Company’s business plan) established by our Board of Directors.

Long-term Incentive

Motivate and reward executive officers’ contributions to enhancing long-term stockholder value and the achievement of long-term business objectives; encourage executive retention

Messrs. Bauer and Mitchell were granted a mix of performance-based and time-based RSUs, with 60% of the awards in the form of performance-based RSUs (at target performance) and 40% of the awards in the form of time-based RSUs. Additionally, Messrs. Keeler and Lee were granted a mix of performance-based and time-based RSUs, with 50% of the awards in the form of performance-based RSUs (at target performance) and 50% of the awards in the form of time-based RSUs. These mixes of performance-based and time-based incentives are intended to be consistent with the compensation practices of our peers and balance performance and retention objectives. The performance-based RSUs have a performance period from January 1, 2021 to December 31, 2023 and are allocated to two separate performance metrics: (i) 50% to revenue objectives for the performance period; and (ii) 50% to pre-tax income objectives for the performance period, in each case subject to a modifier based on the Company’s TSR performance relative to its peer group. Our Board of Directors and our Compensation Committee believed these performance metrics reward our executives appropriately for Company performance over time and align the executive’s interests with those of our stockholders.

2021 NEO Compensation Decisions

Base Salary

Based on our Compensation Committee’s recommendation, our Board of Directors approved 2021 base salary increases for Messrs. Bauer, Mitchell and Keeler of $50,000, $50,000 and $200,000, respectively, based on competitive market practices for executive officers in similar roles, and did not make any change to the 2021 base salary for Mr. Lee. Our Compensation Committee and our Board of Directors considered each of the NEO’s responsibilities, performance, skills and experience as compared with relevant market data in determining to increase their base salaries. The increase for Mr. Keeler was larger than for our other executives to more closely align his compensation with relevant peer group market data regarding chief financial officer compensation.

Our Compensation Committee took the recommendations of Mr. Bauer into consideration when determining the compensation of Messrs. Keeler and Lee.

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The table below compares the NEOs’ base salaries for 2021 and 2020.


Executive	2021 Base Salary		2020 Base Salary		% Increase
Douglas F. Bauer	$	920,000	$	870,000	6%
Thomas J. Mitchell	$	890,000	$	840,000	6%
Glenn J. Keeler	$	600,000	$	400,000	50%
David C. Lee	$	500,000	$	500,000	0%

Annual Cash Incentive

At the beginning of 2021, based on our Compensation Committee’s recommendation, our Board of Directors approved annual incentive targets for our NEOs. These annual incentive targets were defined as a percentage of their base salaries and were determined based on each NEO’s responsibilities, skills and experience as compared with relevant market data. As a result of this review, our Board of Directors approved a target annual incentive percentage increase for Mr. Lee to 60% of base salary.

The table below compares the NEOs’ 2021 and 2020 annual incentive targets:


	2021 Annual Incentive Target			2020 Annual Incentive Target
Executive	% of Salary	$		% of Salary	$
Douglas F. Bauer	175%	$	1,610,000	175%	$	1,522,500
Thomas J. Mitchell	175%	$	1,557,500	175%	$	1,470,000
Glenn J. Keeler	100%	$	600,000	100%	$	400,000
David C. Lee	60%	$	300,000	40%	$	200,000

For 2021, based on our Compensation Committee’s recommendation, our Board of Directors established pre-tax income as the performance metric for cash performance awards to all NEOs. Pre-tax income is a common metric used within the homebuilding industry in general, and our Compensation Committee and our Board of Directors believe it is well aligned with the objective of stockholder value creation.

For 2021, based on our Compensation Committee’s recommendation, our Board of Directors approved a pre-tax income annual incentive performance objective of approximately $441.6 million, which was equal to our business plan. Pre-tax income means our income from continuing operations before taxes, as reported in our consolidated financial statements for the relevant periods, adjusted to exclude (i) the impact of consolidated annual bonus expense, land-related charges and impairments, debt refinancing or extinguishment, changes in applicable accounting standards, net income attributed to non-controlling interests, and (ii) any unusual or nonrecurring events affecting us or our financial statements that our Compensation Committee deems appropriate in its sole discretion. Payouts were based on our level of achievement of this performance objective and were calculated based on percentages of each NEO’s annual incentive target, as set forth in the table below:


Performance Objective Achievement Level	% of Business Plan	NEO Payout (as % of 2021 Annual Incentive Target)
Maximum	120%	200%
Target	100%	100%
Threshold	80%	50%
Below Threshold	Below 80%	0%

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Achievement between the threshold, target and maximum levels would be determined by straight line interpolation and achievement below threshold would result in zero incentive payout for the NEO.

The Company’s pre-tax income for 2021 was approximately $625.7 million, and based on our Compensation Committee’s determination, our Board of Directors certified that our adjusted pre-tax income for 2021 as approximately $700.9 million. This performance represented 158.7% of the annual incentive performance objective, which resulted in a payout of 200% of target. See “—Non-GAAP Measures” below for a reconciliation of adjusted pre-tax income to the most directly comparable GAAP financial measure.

The table below presents the results of our 2021 annual cash incentive program and the corresponding payouts to each of the NEOs based on these results.


	2021 Annual Incentive Target % of Salary	2021 Annual Incentive Payout
Executive		% of Target Earned	$
Douglas F. Bauer	175.0%	200.0%	$	3,220,000
Thomas J. Mitchell	175.0%	200.0%	$	3,115,000
Glenn J. Keeler	100.0%	200.0%	$	1,200,000
David C. Lee	60.0%	200.0%	$	600,000

Long-Term Incentives

At the beginning of 2021, based on our Compensation Committee’s recommendation, our Board of Directors determined the target value of the long-term incentive awards that would be granted to each of the NEOs in 2021 based on the NEO’s responsibilities, skills, experience and contributions. Our Compensation Committee and our Board of Directors also took into consideration the relative mix of cash and equity compensation relative to our peers when determining the target value of long-term incentives. Based on our Compensation Committee’s recommendation, our Board of Directors structured the 2021 long-term incentive program so that the NEOs were granted a mix of performance-based and time-based RSUs.

The target value of the long-term incentive awards granted to the NEOs in 2021 was as follows:


	2021 Long-term Incentive Award Target Values
Executive	Performance-Based RSUs		Time-Based RSUs		Total
Douglas F. Bauer	$	1,950,000	$	1,300,000	$	3,250,000
Thomas J. Mitchell	$	1,950,000	$	1,300,000	$	3,250,000
Glenn J. Keeler	$	400,000	$	400,000	$	800,000
David C. Lee	$	250,000	$	250,000	$	500,000

In determining the target value of long-term incentive awards that would be granted in 2021, our Compensation Committee and our Board of Directors considered the value of the long-term incentive awards granted in 2020, the structure of the 2020 long-term incentive program and relevant market benchmarking data.

Based on our Compensation Committee’s recommendation, our Board of Directors structured the 2021 long-term incentive program for (i) Messrs. Bauer and Mitchell to be 60% performance-based RSUs

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(at target performance) and 40% time-based RSUs and (ii) Messrs. Keeler and Lee to be 50% performance-based RSUs (at target performance) and 50% time-based RSUs. These mixes of performance-based and time-based incentives are intended to be consistent with the compensation practices of our peers and balance performance and retention objectives.

Performance-based RSUs

The performance-based RSUs granted by our Board of Directors to our NEOs in 2021 under our 2013 Plan may be earned in a range from 0% of target (for performance below threshold) to 250% of target (for maximum performance, including the application of the maximum TSR modifier) over a three-year performance period beginning on January 1, 2021 and ending on December 31, 2023. Performance is assessed based on equally-weighted goals related to cumulative revenue and cumulative pre-tax earnings, as further modified by our TSR performance relative to our peer group, all as described below. Based on the closing market price of the Company’s common stock on the date of grant, the number of 2021 performance-based RSUs that could be earned by the NEOs for target performance were as follows: Mr. Bauer (106,790), Mr. Mitchell (106,790), Mr. Keeler (21,905) and Mr. Lee (13,691).

Based on our Compensation Committee’s recommendation, our Board of Directors selected two separate performance metrics for the performance-based RSUs granted in 2021 as follows: (i) 50% are tied to revenue objectives for the performance period and (ii) 50% are tied to pre-tax income objectives for the performance period, in each case subject to a modifier based on the Company’s TSR performance relative to its peer group.

Based on our Compensation Committee’s recommendation, our Board of Directors structured the performance-based RSUs so that the vesting, if at all, of these RSUs will be based on our percentage attainment of specified threshold, target and maximum performance objectives with respect to each performance metric, with the percentage of the performance-based RSUs that will vest if our performance is between such performance levels to be determined by straight line interpolation.

In the case of the revenue performance-based RSUs, the performance objectives and related percentage of the target award that would vest (before any adjustment with respect to the TSR modifier) are as set forth in the table below:


Performance Level	Cumulative Revenue	Percentage of Target Award that Vests
Maximum	115% of Cumulative Revenue Plan and above	200%
Target	100% of Cumulative Revenue Plan	100%
Threshold	85% of Cumulative Revenue Plan	50%
Below Threshold	Below 85% of Cumulative Revenue Plan	0%

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In the case of the pre-tax earnings performance-based RSUs, the performance objectives and related percentage of the target award that would vest (before any adjustment with respect to the TSR modifier) are as set forth in the table below:


Performance Level	Cumulative Pre-Tax Earnings	Percentage of Target Award that Vests
Maximum	120% of Cumulative PTE Plan and above	200%
Target	100% of Cumulative PTE Plan	100%
Threshold	80% of Cumulative PTE Plan	50%
Below Threshold	Below 80% of Cumulative PTE Plan	0%

Additionally, the number of RSUs that vest pursuant to each of the revenue and pre-tax earnings performance-based RSU awards will be adjusted by a TSR modifier based on the Company’s TSR performance against its peer group during the performance period, as follows:


TSR Percentile on Vesting Date			TSR Adjustment Factor
Top Quartile			x 125%
Second Quartile and Third Quartile			No modification
Bottom Quartile			x 75%

The performance period for the performance-based RSUs is January 1, 2021 to December 31, 2023. If the performance-based RSUs do not vest on or before December 31, 2023, they will be cancelled and forfeited for no consideration.

In the case of the pre-tax earnings performance-based RSUs, our Board of Directors may adjust, as it deems appropriate, our pre-tax earnings results to exclude the impact of (i) consolidated annual bonus expense, land-related charges and impairments, debt refinancing or extinguishment, changes in applicable accounting standards, net income attributed to non-controlling interests, and (ii) any unusual or nonrecurring events affecting the Company or its financial statements that our Compensation Committee deems appropriate in its sole discretion. In the case of the revenue performance-based RSUs, our Board of Directors may adjust, as it deems appropriate, our revenue results (i) to exclude the effect of extraordinary, unusual, and/or nonrecurring items, including revenues attributable to non-controlling interests not originally forecast in our cumulative revenue plan, and changes in applicable accounting standards, and (ii) to reflect such other factors as our Compensation Committee deems appropriate to fairly reflect revenue.

For purposes of the modifier, TSR is determined based on changes in stock price plus dividends paid during the applicable performance period. Our Board of Directors may make adjustments to our peer group based on developments that occur during the performance period, such as removing from the peer group, retroactively to the beginning of the performance period, any company no longer existing as an independent entity or which has announced it is being acquired.

Our Compensation Committee and our Board of Directors believe exceptional Company performance is required to achieve the maximum performance objective and that it would be difficult to achieve maximum vesting of the performance-based RSUs. The difficulty of attaining the performance objectives for the performance-based RSUs is inherently uncertain because they are subject to a number of factors beyond the control of either the Company or an NEO, including overall economic conditions,

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the performance of the securities markets generally, and other risks and uncertainties that we face, including those described in our annual report on Form 10‑K and other SEC filings.

Time-based RSUs

In 2021, our Board of Directors also granted the following number of time-based RSUs to our NEOs: Mr. Bauer (71,193), Mr. Mitchell (71,193), Mr. Keeler (21,905) and Mr. Lee (13,691). The RSUs vest one-third each year beginning on the first anniversary of the grant date. The number of time-based RSUs granted to each NEO was determined by dividing the value of the award by the closing market price of the Company’s common stock on the date of grant. The 2021 time-based RSU awards promote executive officer retention by vesting annually as to one-third of each award over a three-year period.

The value of the awards to Messrs. Keeler and Lee was based on recommendations made by our CEO to our Compensation Committee after evaluation of each such NEO’s responsibilities, skills, experience, prior year performance and potential future contributions, as well as relevant market information.

2019 Performance-Based RSUs

In February 2019, our Board of Directors granted Messrs. Bauer and Mitchell performance-based RSUs based on the Company’s TSR relative to its peer-group homebuilders and performance against cumulative EPS goals. Our Board of Directors allocated one-half of the performance-based RSUs granted to each of these performance metrics. The performance period for these performance-based RSUs was January 1, 2019 to December 31, 2021. The vesting, if at all, of these performance-based RSUs was based on our percentage attainment of specified threshold, target and maximum performance objectives with respect to each performance metric.

In the case of the TSR performance-based RSUs, the performance objectives were as set forth in the table below:


Performance Level	TSR Percentile on Vesting Date	Percentage of Target Award that Vests
Maximum	75th TSR Percentile and Above	200%
Target	50th TSR Percentile	100%
Threshold	35th TSR Percentile	50%
Below Threshold	Below 35th TSR Percentile	0%

In the case of the EPS performance-based RSUs, the performance objectives were as set forth in the table below. The Cumulative EPS Plan for this performance period was $4.35 per share. Our Compensation Committee has the ability to adjust EPS as it deems appropriate to (i) exclude the effect of

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extraordinary, unusual and/or nonrecurring items and changes in applicable accounting standards and (ii) reflect such other factors as it deems appropriate to fairly reflect earnings per share growth.


Performance Level	Cumulative EPS	Percentage of Target Award that Vests
Maximum	125% of Cumulative EPS Plan and Above	200%
Target	100% of Cumulative EPS Plan	100%
Threshold	75% of Cumulative EPS Plan	50%
Below Threshold	Below 75% of Cumulative EPS Plan	0%

On February 15, 2022, our Compensation Committee certified the actual performance achieved with respect to these performance-based RSUs for the performance periods ended December 31, 2021. On February 16, 2022, based on our Compensation Committee’s recommendation, our Board of Directors determined that:

•the Company’s relative TSR for the performance period ended December 31, 2021 was in the 41.67 percentile, which is above the threshold but below the target performance level; therefore, 83% of the target performance-based RSUs tied to relative TSR granted to each of Messrs. Bauer and Mitchell vested; and

•the Company’s adjusted Cumulative EPS for the performance period ended December 31, 2021 was $7.91, which is above the maximum performance level; therefore, 200% of the target performance-based RSUs tied to EPS granted to each of Messrs. Bauer and Mitchell vested. See “—Non-GAAP Measures” below for a reconciliation of adjusted Cumulative EPS to the most directly comparable GAAP financial measure.

Therefore, our Board of Directors approved the issuance of 204,289 and 196,431 shares of common stock to Messrs. Bauer and Mitchell, respectively.

2022 Executive Officer Pay Programs

Based on our Compensation Committee’s recommendation, our Board of Directors took the following actions with respect to 2022 executive compensation:

•Base Salary. Our Board of Directors approved 2022 base salary increases for Messrs. Bauer, Mitchell, Keeler and Lee of $40,000, $40,000, $100,000 and $50,000, respectively, based on competitive market practices for executive officers in similar roles.

•Annual Cash Incentive Program. Our Board of Directors approved target annual incentive percentage increases for Messrs. Keeler and Lee to 130% and 100%, respectively, of such executives’ base salaries. Our Board of Directors did not make any changes to the 2021 target annual incentive percentages for Messrs. Bauer and Mitchell. The payout amounts for each of our NEOs, if any, may range from 0% to 200% of the target annual incentive based on the Company’s achievement of a pre-tax income performance objective for 2022 and will be calculated based on percentages of each officer’s target.

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•Long-Term Incentive Program.

For 2022, our Board of Directors approved a long-term compensation program for Messrs. Bauer, Mitchell, Keeler and Lee that comprises a mix of performance-based and time-based RSUs. For Messrs. Bauer and Mitchell, 60% of the awards are in the form of performance-based RSUs (at target performance) and 40% of the awards are in the form of time-based RSUs. For Messrs. Keeler and Lee, 50% of the awards are in the form of performance-based RSUs (at target performance) and 50% of the awards are in the form of time-based RSUs. In each case, this mix of performance-based and time-based incentives is consistent with the awards made to our NEOs in 2021. Our Board of Directors determined that the mix of performance-based and time-based incentives for the NEOs balances performance and retention objectives.

The performance-based RSUs were designed similarly to the 2021 awards described above. The awards were allocated to two separate performance metrics as follows: (i) 50% are tied to revenue objectives for the performance period; and (ii) 50% are tied to pre-tax income objectives for the performance period, in each case subject to a modifier based on the Company’s TSR performance relative to its peer group. As with the 2021 awards, total payouts will range from 0% (for performance below threshold) to 250% (for maximum performance, including the application of the maximum TSR modifier) of target based on performance results for the performance period, which is January 1, 2022 to December 31, 2024. The time-based RSUs vest one-third each year beginning on the first anniversary of the grant date. Accordingly, through heavy emphasis on variable, performance-based incentives with rigorous performance goals based on key financial objectives and actual payouts subject to adjustment based on stockholder returns, our Compensation Committee believes our long-term incentive program appropriately aligns pay for performance while promoting stockholder value creation.

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The number of 2022 performance-based and time-based RSUs awarded to the NEOs under our 2013 Plan were as follows:


	2022 Long-term Incentive Awards
Executive	Performance-Based RSUs(1)	Time-Based RSUs
Douglas F. Bauer	100,000	66,666
Thomas J. Mitchell	100,000	66,666
Glenn J. Keeler	28,571	28,571
David C. Lee	17,857	17,857

__________


(1)			Number of performance-based RSUs that could be earned by the NEOs for target performance.

The total target annual compensation of our current executive officers for 2022 is as follows:


2022 Total Target Compensation by Element
Executive	Base Salary		Target Annual Incentive		Target Long-term Incentive		Total
Douglas F. Bauer	$	960,000	$	1,680,000	$	3,500,000	$	6,140,000
Thomas J. Mitchell	$	930,000	$	1,627,500	$	3,500,000	$	6,057,500
Glenn J. Keeler	$	700,000	$	910,000	$	1,200,000	$	2,810,000
David C. Lee	$	550,000	$	550,000	$	750,000	$	1,850,000

For comparison, the total target annual compensation of Messrs. Bauer, Mitchell, Keeler and Lee for 2021 was as follows:


2021 Total Target Compensation by Element
Executive	Base Salary		Target Annual Incentive		Target Long-term Incentive		Total
Douglas F. Bauer	$	920,000	$	1,610,000	$	3,250,000	$	5,780,000
Thomas J. Mitchell	$	890,000	$	1,557,500	$	3,250,000	$	5,697,500
Glenn J. Keeler	$	600,000	$	600,000	$	800,000	$	2,000,000
David C. Lee	$	500,000	$	300,000	$	500,000	$	1,300,000

Other Compensation Programs and Policies

Severance and Change in Control Benefits

The Company has employment agreements with each of Messrs. Bauer and Mitchell. These agreements govern their treatment upon a termination of employment, among other considerations. The change in control component of these agreements reflects our belief that the interests of stockholders will be best served if the interests of these executives are aligned with the stockholders, and that providing change in control benefits should eliminate or at least reduce disincentives to pursue potential change in control transactions that may be in the best interests of stockholders.

The Company also has severance and change in control protection agreements with each of Messrs. Keeler and Lee. These agreements govern the treatment of each of them upon a termination of employment, including in connection with a change in control.

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See the “Executive Compensation—Potential Payments Upon Termination or Change in Control” section of this proxy statement for further information regarding the severance and change in control provisions of these agreements and a quantification of the compensation to be received in the event of a change in control or termination of the employment of Messrs. Bauer, Mitchell, Keeler and Lee as of December 31, 2021.

Benefits

Our executive officers participate in retirement and benefit plans generally available on the same terms to our other employees. These benefits include a 50% match on their 401(k) contributions up to $8,700, as well as medical, vision, dental, employee assistance program, life insurance and long-term disability coverage. We also provide certain of our executive officers with a reimbursement of life insurance premiums and reimbursement of club membership dues.

Equity Grant Timing Practices Policy

It is the policy of our Compensation Committee that regular annual equity awards are granted on the later of the second business day after the public release of fiscal year-end earnings, or (if later) the Monday following the date on which our Compensation Committee approves the awards. Our Compensation Committee may in its discretion make equity awards at other times in connection with new hires, promotions or special circumstances. The grant date for these awards will generally be the Monday following the date on which our Compensation Committee approves the award. If the grant date is a Monday and a closing price is not reported for that day, the grant date will generally be the next following day on which a closing price is reported.

Stock Ownership Guidelines

Our Board of Directors has adopted the following stock ownership guidelines:


Position			Ownership Guideline
Directors			5 times annual cash retainer
CEO			5 times base salary
President			5 times base salary
CFO			3 times base salary
Designated corporate vice presidents			1 times base salary

Directors and executive officers have five years from the date on which they become subject to the guidelines to satisfy the applicable guideline level. For the purposes of these guidelines, ownership includes shares beneficially owned and unvested restricted stock and RSU awards subject only to time-based vesting. Unexercised options, whether vested or not, do not count as stock “owned” under these guidelines. During the applicable five-year transition period, if a participant is not in compliance with the applicable guideline, he or she is required to retain 60% of shares earned net of taxes from any of our incentive plans until he or she is in compliance with the guidelines. If a participant fails to achieve the required ownership during the applicable five-year transition period, that person will thereafter be required to retain 100% of shares earned net of taxes until the targeted ownership level is attained.

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“Clawback” Policy

Our Compensation Committee administers our “clawback” policy that provides for recoupment from our executive officers of incentive compensation in the event of certain restatements of our financial results. Incentive compensation under this policy means all cash bonuses and equity compensation awarded to a covered executive, the amount, payment and/or vesting of which was calculated based wholly or in part on the application of objective performance criteria. It does not cover an executive’s base salary. A trigger event occurs under the policy when we are required to prepare an accounting restatement of our financial statements due to a material noncompliance with any financial reporting requirement under the securities laws. If, following a trigger event, our Compensation Committee determines that:

•the amount of any incentive compensation awarded to, or received by, a covered executive during the three-year period preceding the date on which we are required to prepare the accounting restatement would have been lower (and not earned) had it been calculated based on the restated financial results; and

•the executive engaged in fraud, intentional misconduct or gross negligence, our Compensation Committee will seek to recoup from the executive the after-tax portion of the difference between the awarded compensation and the actual compensation.

Our Compensation Committee is not required to seek recoupment from an executive if it determines that seeking recovery would not be in our best interests. In making this determination, our Compensation Committee may take into account, among other factors, the probability of success under applicable law; the cost of seeking recoupment; the effect of seeking recoupment on any pending or threatened investigations, litigation or other proceedings involving us; the difficulty of proof; the possibility of counterclaims against us; and the amount subject to recoupment. Our Compensation Committee is authorized under the policy to determine in its discretion the method for obtaining recoupment.

No Hedging of Company Stock

As described further in our policy on insider trading, all directors, officers and employees are prohibited from (i) selling our securities short or buying or selling call or put options or other derivatives in respect of our securities and (ii) entering into transactions which have the effect of hedging the economic value of any direct or indirect interests of the person in our common equity, including hedging participation in any of our long-term stock ownership plans unless such transactions are pre-cleared by our General Counsel.

Tax Deductibility; Section 162(m)

Section 162(m) of the Internal Revenue Code limits the ability of public companies to deduct for U.S. income tax purposes compensation in excess of $1 million paid to certain covered employees, generally including the NEOs. Consistent with its past practice, our Compensation Committee will continue to design compensation programs that are intended to be in the best long-term interests of the Company and our stockholders, with deductibility of compensation being one of a variety of considerations taken into account.

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Non-GAAP Measures

In this Compensation Discussion and Analysis, we reference adjusted pre-tax income and adjusted cumulative earnings per share (EPS) financial measures used by our Compensation Committee in connection with executive compensation calculated other than in accordance with U.S. generally accepted accounting principles (“GAAP”), which are reconciled to the nearest GAAP financial measures in the table below. These non-GAAP financial measures may not be comparable to other similarly titled measures of other companies and should not be considered in isolation or as a substitute for, or superior to, financial measures prepared in accordance with GAAP.


Reconciliation of Adjusted Pre-Tax Income for 2021 Annual Cash Incentive (dollars in thousands)
	Year Ended December 31, 2021
Income before income taxes	$	625,662
Add: $19.6 million impairment relating to Tri Pointe Homes Bay Area	$	19,600
Add: $55.6 million relating to consolidated annual bonus expense	$	55,648
Adjusted pre-tax income	$	700,910


Reconciliation of Adjusted Cumulative EPS for 2019 Performance-Based RSUs
2019 diluted earnings per share	$	1.47
2020 diluted earnings per share	$	2.17
2021 diluted earnings per share	$	4.12
Cumulative diluted earnings per share	$	7.76
Add: $3.1 million impairment relating to Tri Pointe Homes Houston	$	0.02
Add: $7.0 million impairment relating to Tri Pointe Homes Sacramento	$	0.05
Add: $19.6 million impairment relating to Tri Pointe Homes Bay Area	$	0.18
Less: $5.9 million in tax adjustments	$	(0.05)
Less: $6.0 million in debt forgiveness related to the settlement of a lawsuit involving a 1987 legacy WRECO land sale	$	(0.04)
Adjusted Cumulative diluted earnings per share	$	7.91

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management.

Based on such review and discussion with management, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2021.

Respectfully submitted by:

THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

Constance B. Moore, Compensation Committee Chair

Steven J. Gilbert

R. Kent Grahl

Vicki D. McWilliams

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OWNERSHIP OF OUR COMMON STOCK

The following table sets forth the beneficial ownership of our common stock as of March 1, 2022 by (i) each of our directors, (ii) each of the executive officers named in the table entitled “Fiscal 2021 Summary Compensation Table”, (iii) all of our directors and current executive officers as a group and (iv) each person known by us to be the beneficial owner of 5% or more of our outstanding common stock.

To our knowledge, except as otherwise set forth in the footnotes to the table, each person named in the table has sole voting and investment power with respect to all of the securities shown as beneficially owned by such person. The number of securities shown represents the total number of securities the person “beneficially owns,” as determined by the rules of the SEC. The SEC has defined “beneficial” ownership of a security to mean the possession, directly or indirectly, of voting power and/or investment power. A security holder is also deemed to be, as of any date, the beneficial owner of all securities that such security holder has the right to acquire within 60 days after that date through (i) the exercise of any option, warrant or right, (ii) the conversion of a security, (iii) the power to revoke a trust, discretionary account or similar arrangement or (iv) the automatic termination of a trust, discretionary account or similar arrangement. Except as noted below, the address for all beneficial owners in the table below is 940 Southwood Blvd, Suite 200, Incline Village, NV 89451.

Name of Beneficial Owner

Shares Beneficially Owned(1)

Percentage(2)

Directors and Executive Officers:

Douglas F. Bauer(3)

515,691

Lawrence B. Burrows

81,061

Steven J. Gilbert

60,591

R. Kent Grahl

3,929

Vicki D. McWilliams

32,933

Constance B. Moore

92,525

Glenn J. Keeler

47,716

David C. Lee

13,195

Thomas J. Mitchell(4)

993,420

All directors and current executive officers as a group (9 persons)

1,841,061

1.7%

5% or more Stockholders:

BlackRock, Inc.(5)(6)

14,374,036

13.4%

The Vanguard Group(5)(7)

11,900,227

11.1%

Dimensional Fund Advisors LP(5)(8)

8,142,786

7.6%

__________


*			Represents less than 1% of the number of shares of our common stock outstanding.
(1)			Beneficial ownership includes the following shares that the directors and executive officers could acquire by exercising stock options on or within 60 days of March 1, 2022: Mr. Gilbert: 3,699; and Mr. Mitchell: 145,600. For each of Messrs. Burrows and Gilbert and Mses. Moore and McWilliams, the beneficial ownership also includes 6,592 RSUs that vest on or within 60 days of March 1, 2022. For Mr. Grahl, the beneficial ownership includes 3,929 RSUs that vest on or within 60 days of March 1, 2022. For all directors and current executive officers as a group, these stock options and RSUs represent an aggregate of 179,596 shares.

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(2)			The percentages are calculated based on 107,573,451 shares of our common stock outstanding and entitled to vote as of March 1, 2022. For each person, separately, his or her percentage is calculated by including his or her stock options and RSUs set forth in footnote (1) above in both the numerator and denominator, and for the directors and current executive officers as a group, the percentage is calculated by including the stock options and RSUs set forth in footnote (1) above in both the numerator and denominator.
(3)			Amount includes 350,611 shares are held in trust for the benefit of Mr. Bauer and his immediate family. Mr. Bauer has sole voting and dispositive power with respect to 165,080 shares and shared voting and dispositive power with respect to 350,611 shares.
(4)			Amount includes 610,000 shares are held in trust for the benefit of Mr. Mitchell and his immediate family. Mr. Mitchell has sole voting and dispositive power with respect to 237,820 shares and shared voting and dispositive power with respect to 610,000 shares.
(5)			The beneficial ownership figures for the 5% or more stockholders were taken from their respective Schedule 13G or Schedule 13G/A filings with the SEC.
(6)			According to the Schedule 13G/A filed on February 7, 2022, BlackRock, Inc. has sole voting power with respect to 13,967,637 shares and sole dispositive power with respect to 14,374,036 shares. Its address is 55 East 52nd Street, New York, NY 10055.
(7)			According to the Schedule 13G/A filed on February 10, 2022, The Vanguard Group has sole dispositive power with respect to 11,689,541 shares, shared voting power with respect to 114,272 shares, and shared dispositive power with respect to 210,686 shares. Its address is 100 Vanguard Blvd., Malvern, PA 19355.
(8)			According to the Schedule 13G/A filed on February 8, 2022, Dimensional Fund Advisors LP has sole voting power with respect to 7,978,317 shares and sole dispositive power with respect to 8,142,786 shares. Its address is 6300 Bee Cave Road, Building One, Austin, TX 78746.

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EXECUTIVE COMPENSATION

Fiscal 2021 Summary Compensation Table

The following table summarizes information regarding the compensation awarded to, earned by or paid to Mr. Douglas Bauer, our Chief Executive Officer, Mr. Thomas Mitchell, our President and Chief Operating Officer, Mr. Glenn Keeler, our Chief Financial Officer and Chief Accounting Officer, and Mr. David Lee, our Vice President, General Counsel and Secretary, collectively our NEOs for 2021.


Name and Principal Position	Year	Salary ($)(1)	Bonus ($)	Stock Awards ($)(2)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total ($)
Douglas F. Bauer Chief Executive Officer	2021	920,000	—	3,324,722	—	3,220,000(3)	31,560(4)	7,496,282
	2020	826,500	—	2,837,015	—	3,045,000	147,145	6,855,660
	2019	800,000	—	2,738,161	—	1,844,480	33,575	5,416,216

Thomas J. Mitchell President and Chief Operating Officer	2021	890,000	—	3,324,722	—	3,115,000(3)	16,410(5)	7,346,132
	2020	798,000	—	2,708,062	—	2,940,000	131,840	6,577,902
	2019	770,000	—	2,632,854	—	1,775,312	16,360	5,194,526

Glenn J. Keeler Chief Financial Officer and Chief Accounting Officer

SEC Form DEF 14A filed by Tri Pointe Homes Inc.