Phillip Creek
M/I HOMESAbout Phillip Creek
Phillip G. Creek is Executive Vice President and Chief Financial Officer of M/I Homes (since September 2000), CFO of M/I Financial LLC (since September 2000), and an inside director on M/I Homes’ Board (director since 2002). He is 72, has worked in the homebuilding industry for over 40 years, and has extensive experience in finance, accounting, strategic planning, homebuilding operations, investor relations, and capital markets . Performance context: 2024 revenue reached a record $4.5B, net income was $564M, diluted EPS was $19.71, and Adjusted Pre-Tax Income was $743M; relative TSR for the 2022–2024 PSU cycle ranked in the 100th percentile of the peer group, driving maximum vesting .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| M/I Homes, Inc. | Executive Vice President | Feb 2008–Present | Senior finance leadership and strategic planning across cycles |
| M/I Homes, Inc. | Chief Financial Officer | Sep 2000–Present | Led finance, capital markets, investor relations; continuity through cycles |
| M/I Financial LLC | Chief Financial Officer | Sep 2000–Present | Oversight of captive mortgage operations and funding |
| M/I Homes, Inc. | Various management positions | 1993–2000 | Built operational and financial expertise for homebuilding operations |
External Roles
- None disclosed in the proxy; biography emphasizes internal leadership tenure at M/I Homes and M/I Financial .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 750,000 | 750,000 | 750,000 |
| Annual Cash Performance Bonus ($) | 2,062,500 | 2,062,500 | 2,062,500 |
| Discretionary Cash Bonus ($) | — | — | 250,000 |
| “All Other Compensation” ($) | 75,223 | 60,999 | 101,689 |
Notes:
- 2025 base salary remains $750,000 (no change) .
- Annual bonus program maximum opportunity set at 275% of base salary for Mr. Creek (metric is Adjusted Pre-Tax Income) .
Performance Compensation
Annual Cash Performance Bonus (2024)
| Component | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|
| Adjusted Pre-Tax Income Goal ($MM) | 75 | 610 | 650 | 743 |
| Payout ($) | 562,500 | 1,818,750 | 2,062,500 | 2,062,500 |
- Metric: Adjusted Pre-Tax Income; payout curve structured with linear interpolation; all NEOs earned the same percentage of max at each level .
- 2024 result at $743M delivered the maximum bonus for Mr. Creek .
RSUs and PSUs (Grant and Vesting Mechanics)
| Award | Grant details | Metric/Weighting | Performance targets | Vesting | Settlement |
|---|---|---|---|---|---|
| RSUs (2024) | 12,032 units granted 2/15/2024; grant-date fair value $1,499,909 | N/A | N/A | 1/3 vest on each of the first three anniversaries of grant (Feb 15, 2025/2026/2027) | Shares; dividends accrue and pay in shares at vest |
| PSUs (2024–2026) | Target 4,813 units (market value ~$600,000) granted 2/15/2024 | 80% Adjusted Pre-Tax Income; 20% Relative TSR vs peer group | Adjusted Pre-Tax Income threshold ≈84% of target; maximum ≈108% of target; Relative TSR percentiles at 25th/50th/75th for threshold/target/maximum | 0–150% of target vests after 3-year period based on results | Shares; no dividends; forfeiture if below threshold or on ineligible termination |
| RSUs (2025) | 12,537 units (Feb 2025); vest 1/3 per year over three anniversaries; grant-date fair value aligned with 2024 | N/A | N/A | 1/3 over 3 years | Shares |
| PSUs (2025–2027) | Target award with ~$600,000 underlying market value; same 80/20 metrics | 80% Adjusted Pre-Tax Income; 20% Relative TSR | Threshold 50%; Target 100%; Maximum 150% payout on each metric | 0–150% of target after 3-year period | Shares |
PSU Results (2012–2024 Cycle Completed)
| PSU Cycle | Adjusted Pre-Tax Income Threshold/Target/Max ($MM) | Actual Adjusted Pre-Tax Income ($MM) | Relative TSR (Percentile) | Vesting Outcome | Shares vested (Creek) |
|---|---|---|---|---|---|
| 2022–2024 | 1,275 / 1,655 / 1,725 | 2,004 | 100th | 150% of target | 18,910 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 93,513 common shares (includes currently exercisable options counted as beneficial) |
| Ownership % of class | Less than 1% |
| Currently exercisable options included | 87,000 underlying shares via currently exercisable options |
| Hedging/pledging | Prohibited by Insider Trading Policy (no derivatives, no short sales, no margin, no pledging) |
| Stock ownership guidelines | No required minimum share ownership for executive officers; as of record date, Creek held 93,513 shares |
| Deferred comp elections | No deferrals in 2024; balance $0 as of 12/31/2024 |
Outstanding Options (as of 12/31/2024)
| Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|
| — | 11,000 | 42.23 | 2/18/2030 |
| — | 22,000 | 51.82 | 2/16/2031 |
| 26,000 | 39,000 | 47.59 | 2/17/2032 |
| 13,000 | 52,000 | 58.73 | 2/15/2033 |
- 2024 realized value from option exercises: 110,000 shares exercised, $12,522,597 value realized .
- 2024 PSU settlement value realized: $2,262,582 upon vesting of 18,910 shares (2/11/2025 at $119.65 per share) .
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | None; executives serve at pleasure of the Board |
| Severance (non-CIC) | No contractual severance outside equity/bonus plan terms |
| Change-in-control (CIC) agreement | Double trigger; applies to CEO and CFO; Creek multiple is 2.00x |
| CIC cash benefits | Lump sum = 2.00×(base salary + average bonus over prior 5 years) + prorated current-year bonus + unused vacation; 24 months COBRA |
| Excise tax gross-up | Modified; gross-up provided unless a <10% cutback avoids excise tax; no excise payment projected for Creek in disclosed scenario |
| Equity upon CIC | RSUs fully vest on CIC ; PSUs may vest (Committee may accelerate at target or substitute/cash-out) ; options subject to acceleration/cash-out/substitution |
| Clawback | Mandatory clawback policy adopted Oct 2, 2023 per SEC/NYSE rules for restatements (3-year lookback) |
Illustrative Potential Payments (as of 12/31/2024)
| Scenario | Total ($) |
|---|---|
| Death | 18,145,604 (includes accelerated equity and 2024 bonus) |
| Disability | 18,145,604 |
| Retirement | 17,255,085 |
| Involuntary not-for-cause termination (no CIC) | 5,684,171 |
| Change-in-control (no termination) | 17,750,292 |
| Involuntary not-for-cause termination followed by CIC | 13,690,139 |
| Involuntary not-for-cause or good reason termination after CIC | 24,865,742 |
Board Governance
- Board service: Inside director since 2002; Executive Committee member; not independent under NYSE rules (independence list excludes Creek) .
- Committee roles: Executive Committee; Board held 4 meetings in 2024; each director attended at least 75% of meetings .
- Dual-role implications: CEO also serves as Chairman; Board supplements with a Lead Independent Director (Bruce A. Soll) with defined authorities to balance combined roles . Executive sessions of independent directors held at every regular meeting (four sessions in 2024) .
- Director compensation: Schottenstein and Creek receive no additional compensation for director service; director pay applies to non-employee directors only .
Compensation Structure Analysis
- Shift from options to RSUs in 2024 for NEOs to align with peer practices and enhance retention; RSU grant sizes were set to maintain similar grant-date value vs prior options .
- Strong pay-for-performance linkage: Annual bonus tied solely to Adjusted Pre-Tax Income; PSUs weighted 80% Adjusted Pre-Tax Income and 20% Relative TSR; 2022–2024 PSUs vested at 150% due to top-quartile TSR and strong profitability .
- Discretionary cash bonus: $250,000 awarded to Creek recognizing instrumental contributions to record 2024 results (incremental pay beyond formula) .
Compensation Peer Group and Say‑on‑Pay
- Peer group: Beazer, Century Communities, D.R. Horton, Hovnanian, KB Home, Lennar, LGI, Meritage, NVR, PulteGroup, Taylor Morrison, Toll Brothers, Tri Pointe; MDC removed in 2024 post acquisition .
- Benchmarking: Committee uses peer data as reference, not a fixed percentile target .
- Say‑on‑pay support: ~91% approval in 2024; historical average ~95% since 2011 .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($B) | — | 4.5 (record) |
| Net Income ($MM) | — | 564 (record) |
| Diluted EPS ($) | — | 19.71 |
| Adjusted Pre-Tax Income ($MM) | 617.9 | 743.0 |
| Relative TSR (2022–2024 PSU period) | — | 100th percentile |
- Operational highlights: 9,055 homes delivered (+12%), record gross margin of 26.6% in 2024; strong cash flow/liquidity, low leverage; invested $1.1B in land; controlled lots reached 52,156 .
Vesting Schedules and Insider Selling Pressure
- RSUs: 12,032 granted on Feb 15, 2024; vest 4,011 shares each on ~Feb 15, 2025/2026/2027, which may create periodic selling pressure around vest dates depending on tax and liquidity needs .
- PSUs: 2024–2026 cycle payouts occur after Dec 31, 2026, contingent on performance; settlements in shares can drive allocation changes upon payout .
- 2024 liquidity events: 110,000 options exercised ($12.5M value) and 18,910 PSUs settled ($2.26M value) indicate significant realized equity, potentially reducing future exercise-related selling pressure but RSU vest cadence remains .
Equity Ownership & Alignment Checklist
- Skin-in-the-game: Beneficial ownership of 93,513 shares (includes exercisable options), less than 1% of shares outstanding .
- No hedging/pledging permitted; mitigates misalignment risk .
- No executive share minimums required; equity pay plus long PSU horizons foster alignment through performance outcomes .
Employment & Contracts – Retention Risk
- CIC economics meaningful but market standard (2.0x) and double-trigger reduce windfall risk; modified excise gross-up could increase costs only if cutback cannot avoid excise (none projected for Creek in disclosed scenario) .
- Equity acceleration terms: RSUs fully vest on CIC; PSUs can vest at target or be substituted; options may accelerate/cash-out; promotes deal neutrality while preserving incentives .
Investment Implications
- Alignment: Strong pay-for-performance architecture (Adjusted Pre-Tax Income and relative TSR) with maximum 2024 bonus and 150% PSU vesting suggests tight linkage to profitability and shareholder returns .
- Trading signals: RSU vesting on anniversary dates (three-year schedule from Feb 2024 and Feb 2025 grants) can produce predictable supply; monitor proximity to vest dates for potential insider selling related to tax obligations .
- Retention: Long PSU cycles and RSU ladders enhance retention; CIC protection is double-trigger and moderate (2.0x) for the CFO, balancing retention with shareholder safeguards .
- Governance: Inside director status and combined CEO/Chairman structure heighten independence considerations; presence of Lead Independent Director, executive sessions, and committee oversight mitigates, but investors should continue assessing Board efficacy and independence posture .