Daniel Hedigan
About Daniel Hedigan
Daniel (“Dan”) Hedigan is President and Chief Executive Officer of Five Point Holdings, LLC (FPH), appointed February 9, 2022, following senior leadership roles at The Irvine Company across land sales, homebuilding and legal (General Counsel) functions. He holds a J.D. and an M.A. in Economics from UCLA and a B.A. from UC Irvine, bringing over four decades of master-planned community execution expertise to FPH .
| Attribute | Detail |
|---|---|
| Current role | President & CEO, Five Point Holdings, LLC |
| Appointment date | February 9, 2022 |
| Age at appointment | 68 |
| Education | J.D. and M.A. in Economics (UCLA); B.A. in Economics & Political Science (UC Irvine) |
| Core credentials | Large-scale master-planned development, land monetization, cost structure optimization |
Performance context (company-level under his tenure):
- Total Shareholder Return (value of $100 initial investment): 2022 $33.53; 2023 $44.17; 2024 $54.39 .
- Net Income (GAAP): 2022 $(34.8)mm; 2023 $113.7mm; 2024 $177.6mm .
- Adjusted Cash Flow (company-selected measure): 2022 $(74.8)mm; 2023 $281.6mm; 2024 $250.0mm .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The Irvine Company | President, Land Sales & Homebuilding | 2013–2021 | Oversaw design, build and sales for Irvine Ranch villages (scale execution and monetization) |
| Irvine Pacific (The Irvine Co.) | Executive Vice President | 2011–2013 | Homebuilding leadership |
| The Irvine Company | Senior VP, Land Sales & Management | from 2003 | Land monetization, asset management |
| The Irvine Company | General Counsel | 1996–2003 | Legal leadership for complex entitlement and development |
| The Irvine Company | Division Counsel, Legal Affairs | from 1984 | Legal advisory for development |
External Roles
- No current public company directorships or external board roles disclosed for Mr. Hedigan in the latest proxy statements and 8-Ks .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 526,154 | 600,000 | 642,385 |
| Target Annual Incentive ($) | 1,600,000 (guaranteed for 2022) | 1,800,000 | 1,900,000 |
| Actual Annual Incentive Paid ($) | 1,600,000 | 2,250,000 | 2,565,000 |
| Time-based RSU Grant Date Fair Value ($) | Restricted shares $800,000 (initial grant) | 660,000 | 660,000 |
Notes:
- 2022 appointment package: $600,000 base, $1.6mm target bonus (guaranteed for 2022), initial restricted stock $800,000 vesting in two equal annual installments; participation as “CEO” in Severance & CIC Plan .
- 2024 base salary increased to $650,000 effective 2024 (paid $642,385) .
Performance Compensation
Annual Incentive Plan design and results (CEO)
| Component | Weight | 2024 Targets and Outcomes | Payout impact |
|---|---|---|---|
| Corporate performance | 70% | Metrics included Adjusted Cash Flow, Modified SG&A, revolver extension, regulatory approvals (SF and Valencia), Great Park DMA extension. Results: Max (Cash Flow); Max (Modified SG&A); Target (revolver); Max (SF approvals); Threshold (Valencia approvals); Max (Great Park DMA) . | Above target |
| Individual goals | 30% | Led entitlement acceleration; capital strategy for next phases; marketing efficiency upgrades . | Above target |
| CEO Target / Payout | — | Target $1,900,000; Payout 135% = $2,565,000 . | 135% |
2023 AIP summary (for context): Corporate metrics achieved Max (Adjusted Cash Flow), Max (Modified SG&A), Target (revolver, SF approvals), Not achieved (Valencia approvals). CEO payout 125% of $1,800,000 target = $2,250,000 .
Long-Term Incentives (structure and 2024 awards)
| Award type | Design | 2024 CEO target grant | Vesting | Performance hurdles |
|---|---|---|---|---|
| Time-based RSUs | Retention; 30% mix | $660,000 | Ratable over 3 years (1st–3rd anniversaries) | Service-based |
| PSUs – Share price | 60% of PSU mix | $1,540,000 (part allocated to price-based PSUs; Monte Carlo grant-date fair value $437,085) | Cliff after 3-year performance period | Threshold $4.10 (33% vest); Target $7.10 (100% vest); measured by highest 20-trading-day average from Dec 1, 2026–Feb 28, 2027; linear interpolation |
| PSUs – Strategic milestones | 40% of PSU mix | Included within $1,540,000 (no grant-date FV if not probable; maximum value $660,000) | Vests upon milestone achievements within 3 years (to Mar 8, 2027) | Three milestones: (i) secure strategic financial partners; (ii) address 2028 senior notes (paydown/refi/extension); (iii) obtain specified project approvals; 1/2/3 milestones = 33%/67%/100% vest; no above-target |
Grant specifics (CEO 2024):
- Share-price PSUs: 97,130 threshold / 291,390 target units; grant-date FV $437,085 .
- Strategic milestone PSUs: 72,847 threshold / 218,543 target units .
- RSUs: 218,543 units; grant-date value $660,000 .
2023 PSU framework (for context): Share-price PSUs threshold $3.30, target $6.30 (20-day average pre-Mar 9, 2026); strategic milestone PSUs tied to 2025 notes resolution, Candlestick land development initiation, and project approvals; both with 3-year performance periods; linear interpolation between threshold and target where applicable .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Mar 31, 2025) | 268,661 Class A shares; <1% of outstanding |
| Beneficial ownership (Mar 31, 2024) | 184,249 Class A shares; <1% of outstanding |
| Anti-hedging/anti-pledging | Directors and executive officers prohibited from hedging or monetization transactions (e.g., collars/forwards) and pledging Company shares |
| Ownership guidelines | Not disclosed in proxy; no guideline multiple referenced |
Outstanding unvested awards (as of 12/31/2024) – CEO
| Award | Units unvested | Vesting/valuation context |
|---|---|---|
| RSUs (2024 grant) | 218,543 | Ratable vest: 72,847 vested 3/8/2025; remainder 3/8/2026 & 3/8/2027 |
| RSUs (2023 grant) | 197,310 | 98,654 vested 3/9/2025; 98,656 vests 3/9/2026 |
| PSUs – 2022 (price) | — | Not listed for CEO; applicable for other NEOs (context) |
| PSUs – 2023 (price) | 394,618 (target) | Cliff after 3 yrs; threshold $3.30, target $6.30; measured pre-3/9/2026 |
| PSUs – 2023 (strategic) | 295,964 (target) | 3 milestones; vest by 3/9/2026 |
| PSUs – 2024 (price) | 291,390 (target) | Measured on 20-day avg between 12/1/2026–2/28/2027; $4.10/$7.10 hurdles |
| PSUs – 2024 (strategic) | 218,543 (target) | Milestones through 3/8/2027 |
Insider selling pressure indicators:
- Material vesting events each March (2025–2027) for RSUs; large PSU cliffs in 2026–2027 contingent on share-price and strategic milestones, which could release significant stock if hurdles are met .
- Hedging/pledging bans reduce leverage-related forced selling risk .
Employment Terms
| Provision | CEO Terms |
|---|---|
| Severance plan participation | Senior Management Severance & Change in Control Plan (CEO tier) |
| Termination without cause (non‑CIC window) | Cash = 2.0×(base + average bonus of prior 3 yrs) + pro‑rata target bonus; 2 years of benefits |
| CIC double-trigger (within 24 months post‑CIC or certain pre‑CIC terminations) | Cash multiple increases to 3.0× for CEO; RSUs/PSUs accelerate at target if not assumed/substituted (or continue time‑based at target if assumed) |
| Clawback policy | Compliant with Dodd‑Frank/NYSE; recovers erroneously awarded incentive pay for 3 prior fiscal years after restatement, even absent misconduct |
Estimated CEO payout values (assumes 12/31/2024 termination; stock at $3.78):
| Scenario | Cash Severance ($) | Pro‑rata Target Bonus ($) | Benefits ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without Cause | 5,576,667 | 1,900,000 | 51,394 | 6,109,872 | 13,637,933 |
| Termination w/ CIC (double trigger) | 8,365,000 | 1,900,000 | 51,394 | 6,109,872 | 16,426,266 |
| Death/Disability | — | 1,900,000 | — | 6,109,872 | 8,009,872 |
Performance & Track Record
Company outcomes under Hedigan’s leadership (company-wide metrics disclosed in proxy):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – $100 initial investment (year-end) | $33.53 | $44.17 | $54.39 |
| Net Income (GAAP, $000s) | (34,774) | 113,716 | 177,634 |
| Adjusted Cash Flow (company measure, $000s) | (74,753) | 281,623 | 249,987 |
Execution highlights (qualitative):
- 2024: Achieved maximum-level performance on Adjusted Cash Flow and Modified SG&A; extended revolver at target; secured key SF approvals (max); Great Park DMA extension (max); Valencia approvals at threshold .
- Individual 2024 CEO achievements included entitlement acceleration, capital strategy development, and marketing efficiency improvements .
- Say-on-pay support: ~99% approval in both 2023 and 2024, signaling investor alignment with program design .
Compensation Committee Analysis and Peer Framework
- Philosophy: Heavily performance-weighted mix; PSUs (share price and strategic milestones) plus time-based RSUs; linear interpolation and capped outcomes; no options in 2024 .
- Consultant: Ferguson Partners; annual peer benchmarking across homebuilders and real estate developers .
- Peer group examples (2024/2025): KB Home, Meritage, Taylor Morrison, Tri Pointe, Century Communities, LGI Homes; diversified real estate peers incl. Howard Hughes, JBG SMITH, Kilroy, Terreno, St. Joe, Tejon Ranch; selection calibrated for size/industry given lack of direct public comps .
Related Policies and Governance
- Anti-hedging/anti-pledging for insiders .
- Clawback compliant with SEC/NYSE standards .
- Lead independent director structure; chairman/CEO separated; Compensation Committee fully independent .
Investment Implications
- Pay-for-performance alignment: Majority at-risk with explicit share price hurdles ($4.10/$7.10) and strategic milestones (partnering, debt maturity actions, entitlements), directly incentivizing de-leveraging, approvals, and equity value creation by 2026–2027 .
- Vesting overhang and potential selling pressure: Large PSU cohorts cliff-eligible in 2026–2027 and annual March RSU tranches (2025–2027) could increase insider supply if hurdles are met; monitor price windows and milestone disclosures .
- Retention and change-of-control economics: 2×/3× cash severance multiples and target-level equity acceleration in CIC scenarios provide retention but also meaningful parachute value; equity treatment largely target-based if not assumed, moderating windfalls .
- Ownership alignment: Direct ownership is modest (<1%), but anti-hedging/anti-pledging rules strengthen alignment; absence of disclosed ownership guidelines is a gap vs many peers .
- Execution track record: Material improvements in Net Income and sustained strong Adjusted Cash Flow in 2023–2024 support above-target annual incentive payouts; however, TSR remains below $100 baseline, underscoring the importance of PSU hurdles to drive shareholder returns by 2026–2027 .