Greg McWilliams
About Greg McWilliams
Greg McWilliams, age 73, is Five Point Holdings’ Chief Policy Officer, a role he has held since March 2018; he previously served as Regional President–Southern California (2016–March 2018) and before that was President of Newhall Land & Farming (2004–May 2016) . His remit centers on policy, entitlements, and legislative affairs, with recent individual goals highlighting environmental and regulatory execution and partner management . Company performance through his tenure shows improving profitability: revenues rose from $153.6m in FY2020 to $237.9m in FY2024, with EBITDA improving from negative in 2020/2022 to $86.9m in 2024 and net income rising to $68.3m in 2024; TSR has been volatile but improved vs 2022, while pay program alignment emphasizes adjusted cash flow and SG&A discipline ; Revenues, EBITDA, Net Income values marked with asterisks below are from S&P Global.
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenue ($USD) | $153.6m | $224.4m | $42.7m | $211.7m | $237.9m |
| EBITDA ($USD) | $-26.8m* | $29.3m* | $-22.2m* | $46.1m* | $86.9m* |
| Net Income ($USD) | $-0.4m | $6.6m | $-15.4m* | $55.4m | $68.3m |
| EBITDA Margin % | -17.4%* | 13.0%* | -52.0%* | 21.8%* | 36.5%* |
| Net Income Margin % | -0.28%* | 2.93%* | -36.1%* | 26.2%* | 28.7%* |
Values retrieved from S&P Global.*
| Year | TSR ($100 initial) |
|---|---|
| 2020 | 78.56 |
| 2021 | 94.10 |
| 2022 | 33.53 |
| 2023 | 44.17 |
| 2024 | 54.39 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Five Point Holdings | Regional President – Southern California | 2016–Mar 2018 | Led southern CA operations prior to elevation to policy role |
| Newhall Land & Farming | President | 2004–May 2016 | Led large-scale land development; predecessor to FPH Valencia program |
| Five Point Holdings | Chief Policy Officer | Mar 2018–Present | Drives entitlements, environmental/regulatory strategy, public partner relations |
External Roles
No public company directorships or external board roles disclosed for McWilliams in FPH filings. Skip.
Fixed Compensation
| Component | 2024 | 2023 | Notes |
|---|---|---|---|
| Base Salary | $530,000 | $500,000 | +6% YoY |
| Discretionary Bonus | — | — | None disclosed for 2024; none in 2023 for McWilliams |
| All Other Compensation | $10,636 | $11,747 | Includes 401(k) match, insurance, auto allowance |
Multi-year total compensation:
| Year | Salary | Stock Awards | Non-Equity Incentive Plan Comp | All Other Comp | Total |
|---|---|---|---|---|---|
| 2022 | $500,000 | $517,856 | $1,025,000 | $11,640 | $2,054,496 |
| 2023 | $500,000 | $748,653 | $1,075,000 | $11,747 | $2,335,400 |
| 2024 | $524,231 | $748,013 | $1,236,250 | $10,636 | $2,519,130 |
Performance Compensation
Annual Incentive Plan design and outcomes:
- Weighting: 70% corporate metrics; 30% individual goals .
- Corporate metrics and achievement:
| Corporate Metric | Threshold | Target | Max | Actual/Outcome |
|---|---|---|---|---|
| Adjusted Cash Flow | $50.0m | $83.1m | $130.0m | $250.0m (Max) |
| Modified SG&A Expense | $64.1m | $61.6m | $59.1m | $58.0m (Max) |
| Revolving Credit Facility Extension | — | — | — | Target |
| SF Regulatory Approvals | — | — | — | Max |
| Valencia Regulatory Approvals | — | — | — | Threshold |
| Great Park Development Mgmt Agreement Extension | — | — | — | Max |
- Individual highlights (McWilliams): led environmental and legislative initiatives, secured local regulatory support, managed key public partner relationships .
AIP payout:
| Executive | 2024 Incentive Target | Payout % of Target | Actual Payout |
|---|---|---|---|
| Greg McWilliams | $1,075,000 | 115% | $1,236,250 |
Long-term equity program:
- Mix: 70% PSUs, 30% RSUs .
- RSUs vest ratably over 3 years (1st, 2nd, 3rd anniversaries) .
- 2024 PSUs split: ~60% share-price PSUs and ~40% strategic milestone PSUs .
2024 grants for McWilliams:
| Award Type | Grant Date | Threshold (#) | Target (#) | Terms |
|---|---|---|---|---|
| PSU (Share Price) | 3/8/2024 | 66,225 | 198,675 | 3-yr performance; vest 33% at $4.10; 100% at $7.10; measured by highest 20-day avg price 12/1/2026–2/28/2027; linear interpolation |
| PSU (Strategic Milestone) | 3/8/2024 | 49,669 | 149,007 | Three milestones (partners, 2028 senior notes actions, project approvals); vest 33%/67%/100% for 1/2/3 achieved by 3/8/2027 |
| RSU | 3/8/2024 | — | 149,006 | Time-based; ratable vest over 3 years |
Vesting/COC protections:
- RSUs: accelerate on termination without Cause, death or Disability; double-trigger vesting within 24 months post-COC .
- PSUs: remain eligible on no‑cause/death/Disability; vest at target immediately prior to COC if not assumed; if assumed, convert to time-based at target; double-trigger full vest at target within 24 months post-COC .
Shares vested in 2024:
| Name | Shares Vested | Value Realized |
|---|---|---|
| Greg McWilliams | 146,629 | $425,359 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 559,809 Class A shares; includes 226,232 via family trust (co-trustees Greg and spouse) |
| Ownership % of Shares Outstanding | <1% (denoted “*” in proxy) |
| Anti-Hedging/Pledging | Hedging prohibited; governance practices include anti-hedging and anti-pledging policies; company does not allow hedging or pledging by officers/directors |
| Stock Ownership Guidelines | Not disclosed for executives in proxy; no guideline multiples referenced. Skip. |
Outstanding equity (12/31/2024) – McWilliams:
| Award | Unvested Units | Market Value (@ $3.78) | Notes |
|---|---|---|---|
| RSUs (2024 grant) | 149,006 | $563,243 | 49,668 vested on 3/8/2025; remaining vest 3/8/2026 and 3/8/2027 |
| RSUs (2023 grant) | 134,529 | $508,520 | 67,264 vested on 3/9/2025; 67,265 vest on 3/9/2026 |
| PSUs (Sep 2022, share price) | 446,428 | $1,687,498 | Measure 20-day avg prior to 9/14/2025; $7.50/$10.50 hurdles |
| PSUs (Mar/Jun 2023, share price) | 269,058 | $1,017,039 | Measure 20-day avg prior to 3/9/2026; $3.30/$6.30 hurdles |
| PSUs (Jun 2023, strategic) | 201,794 | $762,781 | Strategic milestones (senior notes 2025, Candlestick start, approvals) by 3/9/2026 |
| PSUs (Mar 2024, share price) | 198,675 | $750,992 | $4.10/$7.10 hurdles; measure Dec 2026–Feb 2027 |
| PSUs (Mar 2024, strategic) | 149,007 | $563,246 | Strategic milestones by 3/8/2027 |
Employment Terms
Senior Management Severance and Change in Control Plan:
- Without Cause (outside COC window): lump-sum cash = 1.5x (base + average bonus of prior three years), pro‑rata target bonus for year, and 12 months benefits continuation .
- With COC (double-trigger within 24 months post-COC): lump-sum cash = 2.0x (base + average bonus), pro‑rata target bonus, and benefits continuation; equity vests per RSU/PSU terms noted above .
- Excise tax cutback mechanism to avoid Section 4999 if beneficial .
Estimated severance/COC payouts (12/31/2024 valuation; PSUs at target):
| Scenario (McWilliams) | Cash Severance | Pro‑Rata Target Bonus | Benefits | Equity Acceleration | Total |
|---|---|---|---|---|---|
| Termination without Cause | $2,463,125 | $1,075,000 | $25,697 | $5,853,319 | $9,417,141 |
| Termination w/ COC (Good Reason/No Cause) | $3,284,167 | $1,075,000 | $25,697 | $5,853,319 | $10,238,183 |
| Death/Disability | — | $1,075,000 | — | $5,853,319 | $6,928,319 |
| Retirement | — | $1,075,000 | — | — | $1,075,000 |
Other policies:
- Clawback: 3-year lookback for erroneously awarded incentive compensation upon restatement; recovery even absent misconduct; impracticability exceptions per NYSE/SEC rules .
- No tax gross-ups; no pension/SERP or nonqualified deferred comp arrangements; limited perquisites .
Performance & Track Record
- 2024 individual achievements: advanced environmental and legislative initiatives; built support for local regulatory matters; managed public partner relationships .
- Corporate AIP metrics emphasized liquidity and cost discipline; adjusted cash flow and modified SG&A both achieved “Max,” underpinning strong incentive payouts .
- Say-on-pay support: ~99% approval in 2024, signaling investor endorsement of pay design .
- Peer benchmarking: Compensation Committee uses a real estate/homebuilder peer group; does not target a specific percentile but seeks competitive pay; independent consultant Ferguson advises committee .
Compensation Committee Analysis
- Committee members: Michael Winer (Chair), Michael Rossi, Sam Levinson; independent; administers clawback and equity programs .
- “What we don’t do” highlights alignment: no hedging/pledging, no tax gross-ups, no guaranteed equity grants .
Investment Implications
- Alignment: High proportion of at-risk pay tied to share price PSUs and strategic milestones (debt actions, approvals) aligns McWilliams’ incentives with value creation and balance sheet derisking, reducing agency risk .
- Vesting/COC terms: Double-trigger equity vesting at target in COC scenarios mitigates retention risk but may create event-driven supply if awards accelerate; RSU/PSU structures avoid options and maintain expense predictability .
- Insider selling pressure: Anti-hedging and anti-pledging reduce leverage/forced selling risks; however, multi-year PSU cliffs in 2025–2027 could create windows of increased sell pressure upon vesting/achievement .
- Pay-for-performance: Corporate metrics hitting “Max” (cash flow, SG&A) yielded strong but not maximum payout for McWilliams (115% of target), suggesting balanced committee judgment and interpolation discipline .
- Retention risk: The severance plan (2.0x with COC, 1.5x otherwise, plus equity protections) is competitive and likely sufficient to retain McWilliams through key entitlement and financing milestones; strategic PSU design directly ties his value creation to approvals and capital structure actions .