Patrick Zalupski
About Patrick O. Zalupski
Patrick O. Zalupski, 44, is President, CEO, and Chairman of Dream Finders Homes (DFH). He founded DFH’s operating subsidiary in 2008 and became Chairman at IPO in January 2021. In 2024 DFH delivered record results: revenue up 18% to $4.4B, pretax income $438M, net income $335M, basic EPS $3.44, 8,583 closings (+17%), and return on participating equity of 29.7% . Since IPO, DFH’s total shareholder return (value of $100 initial investment) tracked $93 (2021), $42 (2022), $170 (2023), and $111 (2024), reflecting material cyclicality and 2024 consolidation after a strong 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dream Finders Homes LLC | Founder; CEO | Since 2008 | Scaled from 27 homes in 2009 to >38,000 cumulative closings through 2024; multi-region expansion and asset-light model . |
| Bay Street Condominiums, LLC | Managing Partner | 2006–2008 | Real estate sales and construction experience prior to founding DFH . |
| FedEx Corporation (Internal Audit) | Financial Auditor | Not disclosed | Financial controls/audit background; foundation for later capital allocation and governance rigor . |
| DF Capital Management, LLC (investment manager) | Investment Committee Member | Since Apr 2018 | Oversees land bank/development JV investments supporting DFH lot pipeline . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of Florida | Board of Trustees Member | Current | External governance exposure and community ties . |
Fixed Compensation
Multi-year NEO compensation (CEO only shown here):
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 1,057,692 | 1,122,308 | 1,186,539 |
| Non-Equity Incentive (Cash Bonus) | — | 5,250,000 | 5,843,750 |
| Stock Awards (Grant-date fair value) | 1,812,500 | 4,622,282 | 5,137,271 |
| All Other Compensation (Perqs etc.) | 167,296 | 372,912 | 712,248 (incl. $631,696 aircraft; $46,718 golf) |
| Total | 8,287,488 | 11,367,502 | 12,879,808 |
2024 incentive targets and outcomes (cash):
- Target cash incentive: $5,312,500
- Actual payout: $5,843,750 (110% of target) based on adjusted pretax performance and secondary metrics .
Other compensation program features:
- No tax gross-ups; robust clawback policy adopted and filed with 10-K .
- CEO corporate aircraft policy allows up to $600,000 of personal use before reimbursement; personal aircraft lease via CEO-owned entity incurred $4.8M of expenses in 2024 (related-party) .
Performance Compensation
2024 annual bonus framework (CEO and former COO):
- Primary metric: Adjusted Pretax Income; target $425M; threshold 80% ($340M), max 125% ($531M) with payout range 0–140% of target .
- Actual Adjusted Pretax: $437.0M (103% of target) → base payout range around 110% .
- Secondary metrics used to set final payout within range (hurdle-based): Home closings, Return on participating equity, Net debt to capitalization .
Detailed 2024 performance table:
| Metric | Target | Actual | Payout Impact | Vesting/Timing |
|---|---|---|---|---|
| Adjusted Pretax Income ($M) | 425 | 437.0 | 110% bonus factor for CEO (cash) | Annual cash paid for 2024 performance |
| Home Closings (units) | 8,250 minimum | 8,583 | Hurdle met to support upper-range payout | |
| Return on Participating Equity (%) | 27.6% minimum | 29.7% | Hurdle met | |
| Net Debt to Capitalization (%) | Max 38.9% | 36.1% | Hurdle met |
Long-term equity (LTI):
- RSUs only (no options granted to date); multi-year vesting to drive retention .
- 2024 performance awards granted Mar 5, 2025: CEO $5.3M RSUs; 3-year vesting .
- 2024 grants on Mar 6, 2024: 132,849 RSUs to CEO; 3-year vesting (first vest 3/6/2025) .
Equity Ownership & Alignment
| Ownership/Alignment Item | Detail |
|---|---|
| Beneficial Ownership | 1,610,694 Class A (4.5% of A); 57,726,153 Class B (100% of B); Combined voting power 83.6% . |
| Pledging (RED FLAG) | 17,500,000 Class B shares pledged as security for a margin loan . |
| Hedging/Monetization | Prepaid variable forward contracts on 2,000,000 Class B shares; received ~$33.2M upfront; settlement windows Aug 2027 and May 2028 with floors $22.12/$24.01 and caps $55.30/$66.02; retains voting/dividend rights while pledged . |
| Unvested RSUs (12/31/2024) | 413,978 RSUs; $9,633,268 market value at $23.27/share . |
| Known Vesting Dates/Amounts (CEO) | 122,867 vest 3/8/2026; 88,566 vest 3/6/2026 & 3/6/2027; 198,228 vest 3/5/2026–3/5/2028 (equal installments) . |
| Options | None outstanding; company has not used options to date . |
| Ownership Guidelines | CEO 5x base salary; all continuing NEOs in compliance as of Apr 11, 2025 . |
| Insider Trading Policy | Pledging permitted up to limits with pre-clearance; hedging allowed with pre-clearance and Board approval . |
| Section 16 Compliance Note | One Form 4 (sale of 49,345 shares) filed one day late on 7/23/2024 . |
Implications:
- Large pledging and forward contracts indicate monetization and potential settlement-related selling or share delivery pressure in 2027–2028; governance-sensitive .
- Dominant voting control (83.6%) materially limits external governance leverage and activist pathways .
Employment Terms
| Topic | CEO Terms |
|---|---|
| Agreement Highlights | Minimum base salary $1,150,000; aircraft use for business/personal travel per policy; perquisites per Company policy; subject to clawback policy . |
| Severance | If terminated without cause: Company-paid COBRA premiums for three months only (no cash severance) . |
| Change-in-Control | No specific equity acceleration shown for CEO; potential payments table shows none for equity; minimal severance (COBRA only) . |
| Clawback | Compensation Recovery Policy adopted; filed with 2024 10-K . |
| Non-compete / Non-solicit | Not disclosed for CEO in proxy (skip) |
| Deferred Compensation | DFH offers a non-qualified plan; CEO participation not disclosed; plan details provided for NEOs . |
Board Governance (Board service history, committees, dual-role implications)
- Board service: Chairman since January 2021; CEO since 2008; serves on DFH Asset Management Committee overseeing capital allocation for land/lot acquisitions .
- Committees: CEO is not on Board committees; Audit, Compensation, and Nominating/Governance committees are fully independent .
- Board structure: CEO also serves as Chairman; no Lead Independent Director; Board cites strong committee system as offset .
- Controlled company: CEO holds >50% voting power via Class B; DFH is a “controlled company” under NYSE. Company currently does not use exemptions (could elect to in future) .
- Meetings: Board met six times in 2024; committees active (Audit 5, Comp 6, N&G 5) .
- Independence: All directors except the CEO are independent under NYSE rules .
Dual-role implications:
- Combined CEO/Chair and controlled company status centralize authority; while committees are independent, absence of a Lead Independent Director may limit counterbalancing mechanisms typical in widely held issuers .
Performance & Track Record
| Category | 2024 Outcomes / Highlights |
|---|---|
| Top-line and deliveries | Revenue $4.4B (+18% YoY); closings 8,583 (+17% YoY) . |
| Profitability | Pretax income $438M; net income $335M; basic EPS $3.44 . |
| Returns | Return on participating equity 29.7% . |
| Operating momentum | Net new orders +17% to 6,727; financial services pretax +62% to $32M . |
| Capital allocation | Repurchased 291,229 Class A shares for $8M in 2024 . |
| Expansion/M&A | Entered Phoenix and SW Florida organically (2024); acquired remaining Jet HomeLoans (Jul 1, 2024); acquired Liberty Communities assets (Jan 2025); acquired Cherry Creek Mortgage (Mar 2025); signed to acquire Alliant National Title (regulatory approvals received Apr 2025; closing expected 2Q25) . |
| TSR context | Value of $100 IPO-date investment: $93 (2021), $42 (2022), $170 (2023), $111 (2024) . |
Compensation Committee Analysis
- Committee membership: Chair W. Radford Lovett; members Leonard M. Sturm, Justin W. Udelhofen (all independent) .
- Consultant: Compensation Advisory Partners (CAP) advised on peer group, market data, and program design in 2024 .
- Peer group: Century, Green Brick, Hovnanian, KB Home, LGI, M/I, NVR, Smith-Douglas, Taylor Morrison, TRI Pointe (updated in 2024) .
- Say-on-Pay: >99% approval at 2024 AGM .
- Pay design: significant at-risk pay; RSUs vest over three/five years; ownership guidelines (CEO 5x salary) .
Related Party Transactions (Governance risk focus)
- DF Capital: DFH has 49% membership interest; CEO invested $25.25M (Fund II) and $50.3M (Fund III); CEO distributions from Fund II of $7.8M; transactions pre-approved under policy; DF Capital has ROFO on certain land bank projects .
- Aircraft lease: 8-year dry lease from CEO-owned PZ Global, LLC; 2024 expenses $4.8M; policy permits up to $600k CEO personal use without reimbursement .
- Insider loans/products: Discounts exist under policy; example: director loan via Jet HomeLoans; sold to third party .
Risk Indicators & Red Flags
- Pledging and monetization: 17.5M pledged Class B shares; prepaid variable forwards on 2.0M Class B shares with 2027–2028 settlements and $33.2M upfront cash—potential selling/settlement pressure window and alignment concerns despite retained voting/dividends .
- Related-party aircraft: High expense level and personal use allowance could draw governance scrutiny; linked to CEO entity .
- Controlled company with combined CEO/Chair and no Lead Independent Director—limited external governance leverage .
- Section 16(a): One late Form 4 filing (one day) in 2024 .
Equity Ownership & Vesting Details (Selected)
| Item | Shares / $ | Key Dates |
|---|---|---|
| Unvested RSUs (12/31/24) | 413,978 RSUs; $9,633,268 value (at $23.27) | Various |
| Scheduled CEO RSU vesting | 122,867 shares vest 3/8/2026; 88,566 on 3/6/2026 and 3/6/2027; 198,228 in equal parts on 3/5/2026–3/5/2028 | 2026–2028 |
| 2024 RSU grant | 132,849 RSUs (3/6/2024); 3-year vest; GDFV $5,137,271 | First vest 3/6/2025 |
| 2024 LTI for 2024 perf (granted 3/5/2025) | ~$5.3M RSUs; 3-year vest | 2025–2028 |
Director Service and Compensation (Executive-Director)
- CEO receives no additional director fees; director comp applies to non-employee directors only .
- Non-employee director equity awards and retainers detailed; all independent directors in compliance with director ownership guidelines (5x retainer) .
Investment Implications
- Alignment and control: Substantial founder ownership and 83.6% voting power align long-term strategy but constrain governance recourse and may embed key-person risk .
- Incentive design: Heavy emphasis on adjusted pretax income, closings, and capital structure delivers line-of-sight execution; strong 2024 payout alignment; absence of options lowers leverage risk; vesting RSUs support retention .
- Governance risks: Significant pledging and variable forward monetization create potential forced selling/settlement windows (2027–2028) and misalignment optics; related-party aircraft costs and personal-use allowance could invite scrutiny .
- Transition/retention: CEO severance is minimal (COBRA-only), suggesting limited cash parachute expense; however, control and centralization imply elevated succession/continuity risk if unexpected transition occurs .
- Shareholder sentiment: >99% Say-on-Pay support in 2024 lowers near-term activism risk around compensation structure .
- Execution record: Strong 2024 operational growth, strategic expansion, and M&A integration capability bolster confidence; TSR volatility underscores cyclical exposure and importance of sustaining returns on participating equity .