Deb Henretta - Director | Meritage Homes (MTH) Executive Profile & Compensation

About Deb Henretta

Independent director at Meritage Homes (MTH) since March 2016; age 63. Former 30-year Procter & Gamble executive (retired 2015) with senior roles across global e‑business, beauty, and baby care. She currently chairs Meritage’s Nominating, Governance & Sustainability Committee (NGS), and previously served on the Audit Committee until November 21, 2024. Other public boards: Corning (since 2013), NiSource (since 2015), American Eagle Outfitters (since 2019). Education: B.A. (summa cum laude) St. Bonaventure; M.A. Syracuse Newhouse; honorary Doctorate of Humane Letters (St. Bonaventure). In 2024 she attended at least 75% of board/committee meetings and attended the 2024 annual meeting. Beneficial ownership: 49,234 MTH shares (<1%).

Past Roles

Organization	Role	Tenure	Committees/Impact
Procter & Gamble (P&G)	President, Global e‑Business; concurrently President/Senior Executive Officer, Global Beauty; President, Global Baby Care; Vice President, Fabric Conditioners & Bleach	~1985–2015 (retired 2015)	Led large-scale global product, brand, and digital transformation initiatives

External Roles

Organization	Role	Start Year	Notes
Corning Incorporated (NYSE: GLW)	Director	2013	Public company board service
NiSource Inc. (NYSE: NI)	Director	2015	Public company board service
American Eagle Outfitters (NYSE: AEO)	Director	2019	Public company board service
Council Advisors (formerly G100 Companies)	Partner	n/a	Helped establish Board Excellence Program (director education incl. digital transformation, cybersecurity)

Board Governance

Current MTH committee assignments:
- Nominating, Governance & Sustainability Committee (NGS): Chair; all NGS members meet NYSE independence requirements.
- Audit Committee: Previously served; replaced by Erin Lantz effective November 21, 2024.
Board and committee activity/attendance:
- Board held six meetings in 2024; each current director attended at least 75% of the aggregate of Board and committee meetings; directors are expected to attend annual meetings; Henretta attended the 2024 annual meeting.
Skills and expertise (company skills matrix flags for Henretta): financial; cyber/IT/technology/AI; sustainability; manufacturing/operations; marketing & sales; public and private board experience.
Independence: NGS members (including Henretta as Chair) meet NYSE independence standards.

Fixed Compensation

Year	Fees Earned or Paid in Cash ($)	Notes
2024	82,500	Cash compensation includes board and committee retainers; committee and chair fees paid quarterly. Reimbursements for out-of-pocket/air travel: Henretta ~$7,050 in 2024.
2024 Director Cash Retainer Structure (context)	—	Board retainer $50,000; NGS Chair retainer $25,000 (raised to $30,000 in Feb 2025); Audit & Compensation Chair $30,000; Committee member retainer (Audit, Compensation, NGS) $10,000; Lead Director retainer $40,000.

Performance Compensation

Grant Year	Equity Type	Shares Granted	Grant-date FV ($)	Vesting	Unvested at 12/31/24
2024	Restricted Stock Units (RSUs)	3,000	229,770	Cliff vest on 3rd anniversary (exception list does not include Henretta)	12,200 unvested equity awards outstanding (as of 12/31/24)

Mix and design: For non-employee directors, approximately 75% of 2024 compensation (aggregate) was equity-based; annual RSU grants approved after earnings release under equity grant timing policy. Director equity awards are time-based; no director performance metrics disclosed.

Other Directorships & Interlocks

Company	Relationship to MTH	Interlock/Related-Party Note
Corning (GLW); NiSource (NI); American Eagle Outfitters (AEO)	Unrelated external public boards	The proxy’s related-party section lists aircraft charter payments related to the Executive Chairman; no related-party transactions involving Ms. Henretta were disclosed.

Expertise & Qualifications

Board and executive experience across consumer products, digital/technology, cybersecurity, sustainability, operations, finance, and marketing/sales (per skills matrix).
Governance educator (Council Advisors Board Excellence Program).

Equity Ownership

Holder	Shares Beneficially Owned	% Outstanding	Notes
Deb Henretta	49,234	* (<1%)	As of March 27, 2025; denominator: 71,830,262 shares outstanding. All officers and directors were in compliance with security ownership requirements or transitional requirements as of 12/31/24.
Ownership Guidelines (Directors)	—	—	Required ownership = 5x annual board retainer; hedging and derivative transactions prohibited (e.g., short sales, buying/selling puts/calls, margin purchases).

Governance Assessment

Positives
- Independent director with deep operating and digital/technology credentials; Chair of NGS Committee overseeing sustainability, governance, and director nominations.
- Strong engagement signals: attended ≥75% of meetings and the 2024 annual meeting.
- Pay-for-alignment: ~75% of non-employee director compensation in equity; meaningful unvested RSUs; compliant with ownership guidelines (5x retainer).
- Section 16(a) compliance: company reports all officers/directors complied with filing requirements in 2024.
Watch items
- Multiple outside public boards (GLW, NI, AEO) alongside MTH; investors often monitor aggregate board commitments for potential overboarding/capacity risk, though the proxy does not flag an issue.
- Reimbursement of director travel/air charter expenses exists across directors (Henretta reimbursed ~$7,050 in 2024); amounts are modest but are monitored by some investors as perquisite optics.
- Related-party transactions at MTH involve the Executive Chairman’s aircraft arrangements; Audit Committee oversees/approves RPTs—none disclosed for Henretta.
Red flags
- None specific to Ms. Henretta disclosed (no related-party transactions, hedging prohibited, ownership guideline compliance).

Overall: Henretta brings seasoned operating and digital governance expertise with chair-level leadership on NGS. Compensation and ownership structures align with shareholders; attendance and engagement are adequate. The primary investor diligence point is aggregate board service load given three external public boards.