Scott Garber
LGI HomesAbout Scott Garber
Scott Garber, age 53, has served as LGI Homes’ General Counsel and Corporate Secretary since April 2018, overseeing all company legal matters as well as corporate governance and risk management . Previously he held senior legal roles at Chevron Phillips Chemical (Assistant GC), United/Continental Airlines (Associate GC), and Howrey (IP litigation) . Company performance during his tenure reflects cyclicality: revenues were $2,304,455K (2022), $2,358,580K (2023), and $2,202,598K (2024) with pre-tax net income of $418,116K, $261,754K, and $258,913K, respectively . LGI’s pay-versus-performance framework showed value of an initial $100 investment at $131.07 (2022), $188.48 (2023), and $126.54 (2024), highlighting sensitivity to housing demand and margin changes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chevron Phillips Chemical (CPChem) | Assistant General Counsel | 2012–2018 | Led major transactions (domestic/international), governance of Qatar JVs, and commercial legal management across product lines |
| United Airlines (formerly Continental) | Associate General Counsel | — | Managed litigation, antitrust, and IP for the world’s largest airline at the time |
| Howrey Simon Arnold & White | Senior Associate (IP) | — | Specialized in all aspects of IP law; foundational expertise for corporate legal leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Archway Insurance, Ltd (captive insurance) | Vice President, Board of Directors | Current | LGI participates in Archway’s captive program; Garber’s governance role intersects with LGI insurance risk management |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 450,000 | 450,000 | 468,000 |
| Target Bonus (%) | 60% | 60% | 60% |
| Actual Bonus Paid ($) | 130,754 | 314,343 | 224,537 |
| All Other Compensation ($) | 17,431 | 19,104 | 19,274 |
Details of 2024 All Other Compensation (components):
- 401(k) company match $13,800; disability premiums $639; ESPP discount $3,335; phone allowance $1,500 .
Performance Compensation
Short-Term Incentive (STI) – 2024 Structure and Results
| Metric (Weight) | Threshold | Target | Maximum | 2024 Actual | Payout Rate |
|---|---|---|---|---|---|
| Pre-tax Net Income (75%) ($000s) | 154,055 | 290,250 | 437,614 | 258,913 | 80% |
| Homes Closed (25%) (#) | 6,000 | 7,500 | 9,000 | 6,131 | 80% |
STI target bonus was 60% of base salary for Garber (unchanged from 2023) .
Long-Term Incentives (LTI) – RSUs and PSUs
- Design: 80% PSUs (three-year performance) tied to cumulative Basic EPS; 20% RSUs (three-year cliff vest) .
- PSU risk guardrail: capped at 100% payout if absolute TSR is negative during the performance period .
2024 Grants (March 8, 2024; grant-date price $111.94):
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) |
|---|---|---|---|
| PSUs (target) | 3/8/2024 | 3,345 | 374,439 |
| RSUs | 3/8/2024 | 837 | 93,694 |
Discretionary RSU Grant (December 15, 2024):
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) |
|---|---|---|---|
| RSUs | 12/15/2024 | 2,504 | 250,024 |
Outstanding Equity (as of 12/31/24; market price $89.40):
| Award | Target Units | Max Units | Market Value ($) |
|---|---|---|---|
| PSUs (2024 grant) | 3,345 | 6,690 | 299,043 |
| PSUs (2023 grant) | 3,450 | 6,900 | 308,430 |
| RSUs (3/8/2024) | 837 | — | 74,828 |
| RSUs (3/8/2023) | 863 | — | 77,152 |
| RSUs (3/15/2022) | 758 | — | 67,765 |
| RSUs (12/15/2024) | 2,504 | — | 223,858 |
PSU Performance (2012 LTI cycle outcome):
| Performance Period | EPS Threshold | EPS Target | EPS Max | Actual Cumulative Basic EPS | PSU Payout |
|---|---|---|---|---|---|
| 2022–2024 | 42.84 | 66.72 | 90.95 | 30.71 | 0% |
Equity vested during 2024 (settled at $111.94):
| Award | Shares Acquired on Vesting | Value Realized ($) |
|---|---|---|
| RSUs | 511 | 57,201 |
| PSUs | 1,913 | 214,141 |
Compensation benchmarking peer group (context for pay calibration): Beazer, Century, Dream Finders, Green Brick, Hovnanian, KB Home, MDC, Meritage, M/I Homes, Taylor Morrison, Tri Pointe .
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Beneficial shares owned (as of 2/28/25) | 11,577; <1% of outstanding |
| Ownership guidelines (executives) | 1x base salary for “Other Executive Officers”; all executives in compliance as of 12/31/24 |
| Shares pledged | No pledging disclosed for Garber; pledging permitted only with pre-clearance per Insider Trading Policy |
| ESPP participation | 1,336 shares purchased since inception through 2/28/25 |
| Vested vs unvested (snapshot 12/31/24) | Unvested RSUs totaling 4,262 (837+863+758+2,504) ; PSUs unvested targets 6,795 (3,345+3,450) |
Policy context:
- Anti-hedging policy prohibits hedging/short-selling; pledging allowed only with pre-clearance .
- Stock ownership retention: until targets met, executives must retain at least 50% of vested shares; all executives were in compliance at 12/31/24 .
Employment Terms
- Contract status: Only the CEO has an employment agreement; other NEOs (including Garber) have no employment or severance contracts beyond plan terms .
- Change-in-control: Company states “reasonable” change-in-control provisions generally apply consistently across directors/executives and broader employee population (e.g., equity treatments); director RSUs vest upon disability, death, or immediately prior to closing of a change-in-control .
- Clawback: SEC/NASDAQ-compliant compensation recovery policy adopted in 2023 covers incentive-based compensation for the three fiscal years preceding a restatement .
- Insider trading compliance: Late Form 4 filings (including Garber) occurred on December 19, 2024 for RSU grant acquisitions due to clerical oversight; otherwise Section 16 compliance noted .
Investment Implications
- Pay-for-performance alignment: Garber’s incentives are heavily variable (STI + PSUs + RSUs); company-wide design emphasizes EPS-based PSUs and three-year vesting, capping PSU payouts when absolute TSR is negative—mitigating excessive risk-taking and aligning with shareholder outcomes .
- Near-term selling pressure: Ongoing RSU cliffs (e.g., 3/8/2024 and 12/15/2024 grants with three-year vest) create periodic vest events; however executive ownership guidelines and anti-hedging rules constrain opportunistic selling, and Garber has no disclosed pledging, reducing pressure signals .
- Execution risk signal: The 2022–2024 PSU cycle paid 0% due to under-target cumulative EPS, evidencing stringent targets and macro headwinds; this supports disciplined capital allocation and conservative variable pay while potentially impacting retention if multi-year cycles continue to miss .
- Governance and related-party oversight: Garber’s Archway board role intersects with LGI’s captive insurance program; the company discloses collateral positions and premiums, with related party policies and audit committee oversight providing transparency; no related-party land transactions in 2023–2024 .
- Shareholder sentiment and benchmarking: Strong say-on-pay support (>95% in 2023) and a robust homebuilder peer group suggest compensation is market-contingent; continued sensitivity of TSR (value of $100 investment) to cycle dynamics underscores importance of EPS and margin execution under Garber’s governance remit .