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Maria Sharpe

Director at LGI HomesLGI Homes
Board

About Maria Sharpe

Independent director at LGI Homes since January 2022; age 66; Managing Principal of Sharpe Human Solutions, LLC (HR consulting and commercial real estate) since 2016. Former senior HR executive and corporate secretary with PepsiCo and UST Inc., admitted to practice law in NY, NJ, and TX. Core credentials include compensation committee leadership, corporate governance, legal, and HR expertise; she currently chairs LGI’s Compensation Committee and serves on Lamb Weston’s board as Chair of its Compensation and Human Capital Committee and member of its Nominating and Governance Committee .

Past Roles

OrganizationRoleTenureCommittees/Impact
PepsiCo, Inc.SVP, Global Human Capital Management, Services & Operations2014–2016Led global HCM services/operations
PepsiCo EuropeChief Human Resources Officer2010–2014Executive leadership for European HR
PepsiCo, Inc.SVP, Compensation, Benefits & HR Systems2008–2010Oversaw compensation/benefits/HR systems
PepsiCo, Inc.VP, Benefits; VP, Compensation; VP, Human Resources Counsel1995–2004Senior HR and legal roles
UST Inc.Chief Human Resources Officer & Corporate Secretary2004–2008Responsible for HR function and corporate governance
Sharpe Human Solutions, LLCManaging Principal2016–PresentHR consulting and commercial real estate investments

External Roles

OrganizationRoleTenureCommittees/Impact
Lamb Weston Holdings, Inc.Independent DirectorNot disclosedChair, Compensation & Human Capital; Member, Nominating & Corporate Governance

Board Governance

  • Independence: Board determined Maria Sharpe is independent under NASDAQ listing standards .
  • Committee assignments: Chair, Compensation Committee; not a member of Audit or Nominating & Corporate Governance .
  • Attendance: 100% attendance at Board and applicable committee meetings in 2024 and 2023; Board met 5 times; Compensation Committee met 4 times in 2024 and 5 times in 2023 .
  • Lead Independent Director: Bryan Sansbury; independent directors meet in regular executive sessions .

Fixed Compensation

Component2023 (for 2024 services)2024 (for 2025 services)Notes
Annual cash retainer$75,000 $75,000 Paid quarterly
Committee chair cash fee$20,000 (Comp Chair; effective July 1, 2023) $20,000 (Comp Chair) Paid quarterly
Total cash paid$85,000 $95,000 Reflects chair role
Equity grant (RSUs)1,221 RSUs on 12/15/2023; grant date fair value ~$155,067; one-year cliff vest 1,553 RSUs on 12/15/2024; grant date fair value ~$155,067; one-year cliff vest Vests on earliest of 1-year, death, disability, or immediately prior to change in control

Performance Compensation

As Compensation Committee Chair, Sharpe oversees LGI’s performance-linked executive pay. Key structures and outcomes:

Metric20232024
Annual Bonus Metrics (weighting)Pre-tax net income 75%, Homes closed 25% Pre-tax net income 75%, Homes closed 25%
Pre-tax net income (threshold/target/max; $000s)$95,375 / $231,666 / $462,028 $154,055 / $290,250 / $437,614
Actual pre-tax net income ($000s)$261,754 $258,913
Homes closed (threshold/target/max)4,500 / 6,000 / 8,750 6,000 / 7,500 / 9,000
Actual homes closed6,729 6,131 (incl. 103 bulk SFR sale)
Annual bonus payout rate116.4% 80%
PSU Program (3-year)2021–20232022–2024
MetricCumulative Basic EPS (TSR cap at 100% if absolute TSR negative) Cumulative Basic EPS (TSR cap at 100% if absolute TSR negative)
Threshold/Target/Max EPS$29.58 / $40.54 / $47.32 $42.84 / $66.72 / $90.95
Actual EPS$39.84 → 93.6% payout $30.71 → 0% payout
Vesting/outcomeSettled Mar 8, 2024 per results Settled Mar 8, 2025 at 0%

Compensation committee practices include use of an independent consultant (Meridian), pay-for-performance design, clawback policy adoption (SEC/NASDAQ-compliant), stock ownership guidelines, and risk oversight of incentive structures .

Other Directorships & Interlocks

EntityRelationship to LGIInterlock/Conflict Assessment
Lamb Weston Holdings, Inc.Food processing; no supplier/customer ties disclosed with LGILow conflict risk; governance expertise leveraged externally
Sharpe Human Solutions, LLC (consulting/real estate)Personal firmNo related-party transactions disclosed by LGI in 2023/2024

Expertise & Qualifications

  • Legal: Admitted in NY, NJ, TX; prior corporate secretary experience at UST Inc. .
  • HR/Compensation: Senior global HR roles at PepsiCo; compensation and benefits leadership .
  • Governance: Chairs LGI’s Compensation Committee; chairs Lamb Weston’s Compensation & Human Capital Committee; member of Nominating & Governance at Lamb Weston .

Equity Ownership

DateShares Beneficially Owned% OutstandingNotes
Mar 1, 20243,795<1%Section 16 beneficial ownership table
Feb 28, 20255,016<1%Section 16 beneficial ownership table
Stock Ownership GuidelineRequirementCompliance
Non-employee directors must own ≥5x annual cash retainer~3,235 shares as of Dec 31, 2023; ~3,531 shares as of Dec 31, 2024 (based on average annual closing price) As of Dec 31, 2024, all non-employee directors, including Sharpe, in compliance

Additional alignment:

  • Unvested RSUs at Dec 31, 2024: each non-employee director held 1,553 unvested RSUs (one-year cliff vest) .
  • Anti-hedging policy: prohibits hedging/shorting; pledging permitted only with pre-clearance. No pledging disclosed for Sharpe .

Governance Assessment

  • Strengths: Independent status; Compensation Committee leadership; 100% attendance; robust pay-for-performance framework with objective metrics (pre-tax net income, homes closed, EPS PSUs) and clawback policy; director ownership guideline compliance enhancing alignment .
  • Oversight rigor: Use of independent consultant (Meridian); defined peer benchmarking (homebuilder peer group and general industry survey); PSU TSR cap limits payouts when absolute TSR is negative—shareholder-protective design .
  • Conflicts: No related-party transactions in 2023/2024; external board at Lamb Weston presents minimal conflict with homebuilding operations; personal consulting/real estate interests not implicated in LGI dealings per policy and disclosures .
  • Red Flags: Administrative late filing of Form 4 in Dec 2024 (RSU grant) among all directors including Sharpe—clerical oversight noted; no hedging/pledging issues disclosed for Sharpe. Familial relationship exists elsewhere on LGI’s board (Steven Smith is CEO’s uncle) but board determined independence not impaired; Audit Committee handles related-party reviews with abstentions where appropriate .

Overall, Sharpe’s profile supports investor confidence: independent, engaged, and experienced in compensation governance; her committee leadership aligns executive pay with performance, and her equity ownership exceeds guideline thresholds, signaling alignment with shareholders .