Brian Woram
KB HOMEAbout Brian Woram
Brian J. Woram is Executive Vice President and General Counsel of KB Home, serving in this role since 2010; as of December 31, 2023, he was age 63 and had 13 years at KB Home in this position . In 2024 the company delivered strong results: revenues of $6.93B (+8% YoY), net income of $655.0M (+11%), diluted EPS of $8.45 (+20%), ROE of 16.6%, and a one-year TSR of ~61% (75th percentile vs peers), underlining the pay-for-performance framework governing NEO incentives . Woram’s 2024 performance contributions emphasized litigation management, insurance recoveries, and risk management/compliance—areas directly affecting cash flow, expense control, and operational execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KB Home | EVP & General Counsel | 2010–present | Led litigation management, insurance recoveries, transactional support, and risk/compliance programs; drove favorable outcomes supporting cash flow and execution |
External Roles
- No external public company directorships or committee roles disclosed in the filings reviewed for Woram .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 650,417 | 675,417 | 700,417 |
| Stock Awards ($) | 1,045,327 | 931,376 | 1,019,880 |
| Non-Equity Incentive Plan ($) | 1,489,600 | 1,545,600 | 1,601,600 |
| All Other Compensation ($) | 52,134 | 47,866 | 48,008 |
| Total ($) | 3,237,478 | 3,200,259 | 3,369,905 |
- July 2024 base salary increases applied to NEOs; Woram’s annual base increased to $715,000 effective July 2024 (2024 Summary table reflects actual paid base in year) .
- Perquisites detail (2024): 401(k)/DCP match $34,917 and supplemental medical/life premium $13,091 .
Performance Compensation
Annual Incentive (FY 2024) — Structure and Outcomes
| Component | Metric | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|
| API Component | Adjusted Pretax Income (API) | $700.0M | $937.0M | 1,001,000 | Cash |
| Asset Efficiency Component | Return on Inventory hurdle; pool funded 2.25%/3.25% above hurdle | Min objective $159.9M (3% ROI) | Pool funding potential ≈ $19.2M | 670,502 | Cash + RS (see below) |
- Individual Performance Factor (IPF): Woram cumulative score 18.0, IPF 3.5% within pre-set ranges .
- Total FY 2024 annual incentive payout: $1,671,502 comprised of $1,601,600 cash and $69,902 in time-vesting restricted stock (1,032 shares granted 1/23/2025; vests ratably over three years beginning 1/25/2026) .
Long-Term Incentives (PSUs)
| Grant | Metric | Weight | Performance Period | Threshold | Target | Max |
|---|---|---|---|---|---|---|
| 2024 PSU | AEPS | 40% | 12/1/2024–11/30/2027 | $12.40 | $15.50 | $18.60 |
| 2024 PSU | AROIC | 35% | 12/1/2024–11/30/2027 | 7.5% | 9.4% | 11.3% |
| 2024 PSU | Revenue Growth Rank vs Peers | 25% | 12/1/2024–11/30/2027 | 25th pct → 25% | 50th pct → 100% | 75th pct → 200% |
| Woram PSU Grants | Grant Date | Target Shares | Grant-Date Fair Value ($) |
|---|---|---|---|
| 2024 PSU | 10/10/2024 | 11,903 | 949,978 |
| Historical PSU Vesting (2011 plan design continuity) | Target Shares | Actual Shares (Vested) | Payout vs Target |
|---|---|---|---|
| 2021 PSU (vested 2/21/2025) | 21,623 | 38,921 | 180% of target |
- Dividend equivalents credited pro-rata at vesting for PSUs .
- No stock options granted since 2016; equity awards follow a grant policy avoiding blackout periods and double-trigger CIC vesting applies to all unvested equity .
Equity Ownership & Alignment
| Ownership and Awards | As of | Amount |
|---|---|---|
| Total Beneficial Ownership (shares) | 2/24/2025 | 195,098; includes 3,245 time-vesting restricted shares |
| Ownership as % of shares outstanding | 2/24/2025 | <1% (only CEO holds >1%) |
| Unvested RS (time-vesting) | 11/30/2024 | 3,742 (1/19/2023 grant) and 513 (1/18/2024 grant); market values $309,613 and $42,446 at $82.74 close |
| Unearned PSUs (target quantities) | 11/30/2024 | 28,220 (2022), 20,408 (2023), 11,903 (2024); values $2,334,923, $1,688,558, $984,854 at $82.74 close |
| Options exercised in FY 2024 | FY 2024 | 93,272 shares; value realized $4,175,473 |
| Shares vested in FY 2024 | FY 2024 | 40,792 shares; value realized $2,499,048 (PSUs + RS) |
- Stock ownership guideline: Other NEOs 2.0x base salary; each NEO in compliance .
- Hedging and pledging prohibited; no margin accounts permitted .
Employment Terms
- Severance: Executive Severance Plan participation; policy to seek stockholder approval for any new severance arrangement >2.99× salary + target bonus .
- Change-in-Control: CIC Plan (since 2001) provides protections; all unvested employee equity awards require double-trigger vesting .
- Clawbacks: NYSE-aligned incentive compensation recovery policy (2023); broader clawback and Section 304 provisions apply to CEO; compensation recovery policy monitored by Compensation Committee .
- Indemnification: Agreements updated January 2024 for indemnification and expense advancement (subject to limitations) .
- Insurance/Benefits: Term life insurance ($750,000 benefit) available to executives (Woram participates in term life; DBO plan limited to other executives); supplemental medical reimbursement; DCP available .
- Deferred Compensation (2024): Executive contributions $28,017; company contributions $14,217; earnings $177,903; year-end balance $1,070,587 .
Investment Implications
-
Alignment: Heavy use of PSUs (performance-based equity) and structured annual incentive scorecard drives tight linkage to profitability (API), asset efficiency (ROI), and multi-year AEPS/AROIC/revenue rank—supporting pay-for-performance and long-term value creation .
-
Near-term supply: Woram’s 2021 PSU vesting delivered 38,921 shares on 2/21/2025; along with FY 2024 option exercises, this can contribute to insider-related share supply; however hedging/pledging prohibitions and ownership guidelines temper misalignment risk .
-
Vesting wall: Unearned PSUs across 2022–2024 grant cycles set up multi-year vesting events through FY 2027; monitor AEPS/AROIC trajectories and peer-relative revenue rank for potential upside/downside to realized equity .
-
Governance/compensation risk: No option repricing, no new excise tax gross-ups, double-trigger CIC, and active shareholder engagement (81% Say-on-Pay support in 2024) reduce governance red flags; CFO transition announced early 2025 noted but no adverse signals disclosed .
-
Peer benchmarking context: KBH peers (Beazer, D.R. Horton, Lennar, Meritage, NVR, Pulte, Taylor Morrison, Toll Brothers, Tri Pointe, Century Communities, M/I Homes) frame compensation and performance comparisons; KBH positioned ~50th percentile on revenues as of 12/31/2024 .