Dennis V. Arriola
Meritage HomesAbout Dennis V. Arriola
Dennis V. Arriola (age 64) has served on Meritage Homes’ Board since June 14, 2023 and is an independent Class II director up for re‑election in 2025. He holds an MBA from Harvard Business School and a BA in Economics from Stanford University, and brings senior leadership experience in ESG, operations, finance, and regulatory/policy matters from prior roles at Avangrid and Sempra Energy . He attended at least 75% of Board and applicable committee meetings in 2024 and attended the 2024 Annual Meeting; Meritage requires quarterly executive sessions of independent directors, held four times in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avangrid, Inc. (NYSE: AGR) | Chief Executive Officer; Executive Committee member | Jul 2020 – May 2022 | Led a U.S. regulated utility; strategic oversight and execution |
| Sempra Energy (NYSE: SRE) | Executive Vice President; Chief Sustainability Officer | Jan 2017 – Jun 2020 | ESG leadership; operations and finance oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ConocoPhillips (NYSE: COP) | Director | Sep 2022 – present | Audit & Finance Committee; Human Resources & Compensation Committee |
| Commercial Metals Company (NYSE: CMC) | Director | Mar 2024 – present | Board service; metals/manufacturing exposure |
| Automobile Club of Southern California (AAA) | Director | May 2020 – present | Public Affairs (since May 2020); Finance & Investment (since May 2023); Audit (May 2020–May 2023) |
| Sandbrook Capital | Operating Partner | Current | Energy infrastructure investing; ESG focus |
Board Governance
- Independence: Board determined all directors other than Messrs. Hilton and Lord are independent; committee memberships composed entirely of independent directors .
- Committee assignments: Member, Nominating, Governance & Sustainability Committee (NGS) .
- Attendance: Each director attended ≥75% of aggregate Board and committee meetings; Arriola attended the 2024 Annual Meeting .
- Executive sessions: Independent directors met in executive session four times in 2024; presided over by Lead Independent Director (Peter L. Ax) .
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Cash fees (Board/committee retainers) | $60,000 |
| RSU grant (annual) | 3,000 RSUs; one-year vesting for Arriola (directors appointed after 2019 vest in one year) |
| Total director compensation (cash + equity fair value) | $289,770 |
Notes:
- Standard annual cash retainer $50,000; committee member $10,000; NGS Chair $25,000 (raised to $30,000 in Feb 2025); Audit/Comp Chair $30,000; Lead Director $40,000 .
- Director equity awards generally cliff vest after three years, except certain directors (including Arriola) with one-year vesting .
Performance Compensation
- Directors do not receive performance-conditioned equity or option awards at Meritage; equity is time-based RSUs (no options program currently for directors) .
- Meritage prohibits hedging and pledging of Company stock by directors; none currently pledged .
Other Directorships & Interlocks
| Company | Overlap/Interlock Relevance |
|---|---|
| ConocoPhillips (COP) | Energy sector exposure; Audit/Finance and HRC committee experience enhances financial and compensation oversight skills for Meritage’s NGS work; no disclosed related-party transactions with MTH . |
| Commercial Metals (CMC) | Manufacturing/metals exposure; potentially useful for supply chain/risk perspectives; no disclosed conflicts with MTH . |
| AAA (SoCal) | Public affairs, finance, audit roles reinforce governance competency; no disclosed related-party exposure to MTH . |
Expertise & Qualifications
- ESG and sustainability leadership; operations and finance acumen; regulatory/policy experience .
- Formal education: MBA (Harvard), BA Economics (Stanford) .
- Skills matrix identifies executive management and financial expertise among other competencies (Board’s capabilities framework) .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 7,200 |
| Ownership as % of outstanding | <1% (based on 71,830,262 shares) |
| Outstanding unvested director equity awards at 12/31/2024 | 3,000 RSUs |
| Stock ownership guideline (directors) | 5x annual Board retainer |
| Compliance status | All directors/officers compliant or in transition compliance as of 12/31/2024 |
| Pledging/Hedging | Prohibited; none pledged |
Governance Assessment
-
Strengths: Independent director; active NGS Committee membership aligned with prior ESG leadership (Sempra, Avangrid); strong attendance; compliance with ownership guidelines; no hedging/pledging; no related‑party transactions identified in independence review; Board declassification initiative improves accountability .
-
Potential risks/RED FLAGS: Multiple external public boards (COP, CMC) are within Meritage’s stated limits, but investors typically monitor bandwidth/attention; energy sector ties may warrant ongoing scrutiny for any future related-party transactions—none disclosed and Audit Committee reviews such matters . No low attendance, hedging/pledging, or say-on-pay anomalies tied to directors indicated .
-
Implications: Arriola’s ESG/finance/regulatory background and NGS role support board effectiveness on sustainability governance and policy oversight; ownership alignment and policy restrictions reduce conflict/alignment risks; current external commitments remain within governance thresholds, with no disclosed conflicts. Continuous monitoring of related-party and time commitments advisable, but current signals support investor confidence .