Michael P. Wyatt
HOVNANIAN ENTERPRISESAbout Michael P. Wyatt
Michael P. Wyatt, 58, is Group President (East Group) at Hovnanian and was appointed Chief Operating Officer effective November 1, 2025; he joined Hovnanian in 2015 after 16 years at Centex and six years at Pulte, rising to SVP Homebuilding Operations at Pulte before joining HOV . He has led the East Group since May 2020, with divisional performance in FY2024 of 32.36% Return on Inventory, $274.2M East Group pre-tax profit, 87.10% customer satisfaction, and 92.85% mortgage capture, driving a $5.676M cash bonus under the formula tied to these outcomes . Company performance context remained strong with FY2024 net income rising to $242.0M and average stock price nearly doubling vs. 2021, while pay programs emphasized EBIT/EBIT ROI and deleveraging .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hovnanian Enterprises | Group President, East Group | 2020–present | Led East operations across 10 states; achieved 32.36% ROI and high mortgage capture in FY2024 . |
| Hovnanian Enterprises | Region President, California | 2019–2020 | Managed California region prior to promotion to East Group . |
| Hovnanian Enterprises | Division President, Northern California | 2015–2019 | Ran Northern California operations after joining HOV . |
| PulteGroup (Pulte Homes) | Corporate leadership; SVP Homebuilding Operations | ~2009–2015 | Managed homebuilding operations at corporate post Centex merger . |
| Centex Homes | Division President (Myrtle Beach, Las Vegas, Northern California) | ~1993–2009 | Multi-market divisional leadership over ~16 years . |
External Roles
- Not disclosed in company filings reviewed.
Fixed Compensation
| Item | FY2024 | FY2025 Actions |
|---|---|---|
| Base Salary | $588,412 (paid, prorated in SCT) | 4% base salary increase effective Dec 21, 2024 (applies to FY2025) |
| Salary set for FY2024 | $600,222 (committee-set level) | — |
Performance Compensation
Annual Bonus (FY2024) – East Group Plan
| Metric | Target structure | Actual (FY2024) | Payout result |
|---|---|---|---|
| East Group Return on Inventory | 1.25%–2.00% of East Group pre-tax profit based on ROI tiers (up to ≥25% ROI = 2.00%) | 32.36% | 2.00% of East Group pre-tax profit |
| East Group Pre-Tax Profit | Profit as defined incl. certain tax credits per home | $274.2M | Included in ROI component computation |
| Customer Satisfaction | 10%–30% of base salary based on 85%–≥91% | 87.10% | 20% of base salary |
| Mortgage Capture | 5%–15% of base salary based on 80%–≥85% | 92.85% | 15% of base salary |
| Total Bonus Earned | — | — | $5,676,461 cash |
Notes: If ROI ≤0, the customer satisfaction and mortgage capture components are reduced by 50% .
Equity and Long-Term Incentives (granted/active during FY2024)
| Award | Grant date | Target/Counts | Metric(s) | Vesting & delivery |
|---|---|---|---|---|
| PSUs (FY2024) | 6/14/2024 | 1,176 target PSUs; grant date FV $140,120 | 50% absolute EBIT; 50% absolute EBIT ROI (50–200% payout scales) | Earned PSUs vest 3rd anniversary (6/14/2027) and deliver 2 years later (6/14/2029) |
| 2024 LTIP | 12/14/2023 | Target 0.675x base salary; 50% shares/50% phantom shares | Relative EBIT ROI (peer rank) and net debt to capital; 0–250% payout | 36-month perf. (FY2024–FY2026); share portion delivers in FY2028; phantom cash pays post-period |
| PSUs (FY2023, outstanding) | 6/9/2023 | Two tranches (EBIT and Relative EBIT ROI); counts per Outstanding Awards table | Absolute EBIT and relative EBIT ROI | Vest 6/9/2026; deliver 6/9/2028 |
| 2022 LTIP (achieved) | — | Resulting payout: 152.74% of target (company-level) | 3-yr cumulative pre-tax profit and annualized interest incurred | Vested 10/31/2024; 2-yr delayed delivery to 10/31/2026 |
Performance scale examples:
- Absolute EBIT (FY2024 PSU): 50% at >6.7% below target, 100% at target, 200% at ≥13.3% above target .
- EBIT ROI (FY2024 PSU): 50% at >25% below target, 100% at target, 200% at ≥25% above target .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 5,772 Class A shares (0.11% of Class A); options exercisable within 60 days: 2,250 shares |
| Options outstanding (exercisable) | 800 @ $56.25 exp. 6/8/2027; 250 @ $48.75 exp. 6/7/2028; 1,200 @ $7.85 exp. 6/13/2029 |
| Unvested/uneared awards (10/31/2024) | Examples: 2023 PSUs (EBIT) 1,922; 2023 PSUs (Relative EBIT ROI) 1,922; 2023 LTIP shares 4,816; 2024 PSUs (EBIT) 294; 2024 PSUs (EBIT ROI) 588 (counts reflect status at 10/31/2024) |
| Deferred LTI balance | LTI “registrant contributions” in FY2024 $2,015,728; aggregate balance $3,241,777 (subject to delayed delivery) |
| Hedging/pledging | Hedging, short sales, derivatives, and pledging are prohibited without Company consent |
| Stock ownership guidelines | Apply to CEO (6x salary) and CFO (3x); not specified for Group Presidents; CEO/CFO in compliance as of 10/31/2024 |
| Mandatory holding | 2-year post-vesting delayed delivery on executive equity awards (limits near-term selling) |
Vesting/supply timeline (selected):
- 2021 PSUs and 2021/2022 LTIP portions vested in 2024; shares subject to delivery through FY2026 due to 2-year hold .
- 2023 PSUs vest 2026; delivery 2028; 2024 PSUs vest 2027; delivery 2029 .
Employment Terms
| Term | Key points |
|---|---|
| Employment agreements | Company maintains no employment agreements for NEOs other than the CFO; Mr. Wyatt has no employment agreement . |
| Change-in-control (CIC) | Equity generally accelerates on a double trigger (qualifying termination within 2 years of CIC) for PSUs/LTIP; values based on $176.04 stock price at 10/31/2024 . |
| Severance | No cash severance disclosed for Mr. Wyatt; CFO has a CIC severance agreement; CEO has a separate disability/death payment (not applicable to Wyatt) . |
| Potential payouts (10/31/2024 scenario) | Death/Disability: equity $2,095,580; LTIP $366,515; vacation $50,338; total $2,512,433 . CIC + involuntary termination/good reason: equity $2,302,603; LTIP $2,373,899; vacation $50,338; total $4,726,840 . |
| Clawback | SEC- and NYSE-compliant incentive compensation clawback covering Section 16 officers; additional misconduct-based recovery policy . |
| Anti-hedge/pledge | Prohibits short-term/speculative transactions and pledging without consent . |
| Perquisites | Minimal in FY2024: $434 (largely subsidized medical/LTD) . |
Performance & Track Record
| Area | Evidence |
|---|---|
| East Group execution | 32.36% Return on Inventory; $274.2M pre-tax profit; 87.10% customer satisfaction; 92.85% mortgage capture in FY2024 . |
| Company operating momentum | FY2024 income before taxes $317.1M; net income $242.0M; TSR context improved alongside stock price increases since 2021; strong EBIT ROI rank vs peers . |
| Promotion | Appointed COO effective Nov 1, 2025; no compensation changes determined at appointment date . |
Compensation Structure Analysis
- Variable-heavy pay aligned to divisional value creation: FY2024 non-equity incentive ($5.68M) plus equity awards ($545k grant-date value) vs base salary ($588k) indicates compensation is predominantly at risk, driven by ROI, pre-tax profit, customer satisfaction, and mortgage capture outcomes .
- Long-dated equity with 2-year post-vesting hold reduces near-term selling pressure and ties wealth to multi-year EBIT/EBIT ROI and deleveraging targets (net debt to capital) .
- No gross-ups; minimal perquisites; no individual employment agreement; CIC treatment requires a termination for acceleration (double-trigger), constraining windfall risk .
- Say-on-pay support strong (95.7% approval in 2024 for FY2023 NEO pay), lowering governance overhang risk on pay practices .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: 95.7% (FY2023 compensation voted in 2024) .
- Ongoing investor engagement with no compensation concerns raised in FY2024 outreach .
Compensation Peer Group (context)
- Peer group includes Beazer, Century, Dream Finders, KB Home, LGI, M/I, Meritage, Taylor Morrison, TRI Pointe (MDC replaced by Dream Finders in FY2024) .
- Long-term incentives emphasize relative EBIT ROI vs peer group and balance sheet improvement (net debt to capital) .
Related Party Transactions
- No related party transactions disclosed involving Mr. Wyatt (disclosures involve family members of other executives/directors) .
Expertise & Qualifications
- 25+ years in homebuilding leadership across multiple markets and corporate operations (Centex division presidencies; Pulte corporate SVP; HOV divisional/region/group leadership) .
- Deep operating experience in sales, construction, customer satisfaction and mortgage capture levers critical to homebuilder P&L .
Equity Ownership & Insider Selling Pressure – Detail Table
| Category | Quantity/Term | Notes |
|---|---|---|
| Shares owned | 5,772 (Class A) | 0.11% of Class A; options exercisable within 60 days: 2,250 . |
| Options (exercisable) | 800 @ $56.25 (exp 6/8/2027); 250 @ $48.75 (exp 6/7/2028); 1,200 @ $7.85 (exp 6/13/2029) | Holding periods apply to equity shares; options per outstanding awards table . |
| 2021 PSU/LTIP deliveries | Deliver FY2026 (2-year delayed delivery) | 2021 PSUs vested 6/11/2024; 2021/2022 LTIP vested 10/31/2024; delivery in FY2026 . |
| 2023 PSUs | Vest 2026; deliver 2028 | Performance achieved on 2023 company-level measures (200% for that year’s PSU construct), timing per plan; Wyatt’s awards outstanding . |
| 2024 PSUs | Vest 2027; deliver 2029 | EBIT and EBIT ROI absolute metrics . |
| 2024 LTIP shares | Perf through FY2026; deliver FY2028 | Relative EBIT ROI and net debt to capital . |
| Hedging/pledging | Prohibited without consent | Company-wide policy . |
Employment Terms – Potential Payments (Illustrative at 10/31/2024)
| Scenario | Equity accel. | LTIP accel. | Cash severance | Vacation | Total |
|---|---|---|---|---|---|
| Death/Disability | $2,095,580 | $366,515 | — | $50,338 | $2,512,433 |
| CIC + Involuntary Termination/Good Reason | $2,302,603 | $2,373,899 | — | $50,338 | $4,726,840 |
Assumptions per proxy: Stock price $176.04; double-trigger acceleration for equity; no separate cash severance shown for Mr. Wyatt .
Investment Implications
- Alignment: Wyatt’s bonus directly scales with divisional ROI and profit, plus customer experience and captive mortgage capture—favorable for divisional value creation and margin discipline .
- Overhang/supply: The mandatory 2-year post-vesting delivery significantly staggers share supply from awards (notably 2026, 2028, 2029), reducing near-term insider selling pressure; hedging/pledging restrictions further limit adverse trading signals .
- Retention and succession: Promotion to COO effective Nov 1, 2025 signals succession depth; multi-year LTIPs and PSU schedules anchor retention through FY2026–FY2029 .
- Risk controls: No employment agreement, no tax gross-ups, double-trigger CIC, strong clawbacks, and robust say-on-pay support (95.7%) indicate low governance/compensation risk -.
- Ownership: Personal stake is modest at 0.11%; incentive alignment relies on at-risk cash and significant unvested equity rather than current stock ownership magnitude .