Geisha Williams
Meritage HomesAbout Geisha Williams
Independent director of Meritage Homes (MTH). Age 63. Appointed to the Board on January 6, 2025; standing for election as a Class I director for a one‑year term expiring at the 2026 annual meeting if elected. Former President & CEO of PG&E Corporation (2017–2019). Education: MBA, Nova Southeastern University; BS, Industrial Engineering, University of Miami. Skills noted by MTH include executive management, sustainability, legal/regulatory, operations, marketing & sales, and public/private board experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PG&E Corporation | President & Chief Executive Officer | 2017–2019 | Led regulated utility; operational leadership experience in energy/infrastructure |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Siemens Energy AG (XTRA: ENR) | Supervisory Board Member | Current | Sustainability Committee; Finance & Nomination Committee |
| Salesforce (NYSE: CRM) | Global Advisory Board Member | 2022–2024 | Advisory role (non‑director) |
| Artera Services (private) | Director | Current | Infrastructure services (nat gas/electric) |
| Osmose Utilities Services (private) | Chairperson | Since 2021 | Grid asset mgmt & infrastructure support |
Board Governance
- Independence: The Board has determined Ms. Williams is independent; she serves only on independent committees. MTH states all directors except the Executive Chairman and CEO are independent .
- Committee assignments: Member, Asset Management Committee (AMC) effective February 20, 2025 .
- Committee remit (AMC): Reviews and authorizes land acquisitions, joint ventures, land banking, and similar transactions above thresholds; transactional (no regular meetings); no additional director compensation for AMC service .
- Attendance and engagement: The Board held 7 meetings in 2024; Audit 6; Compensation 4; AMC is ad hoc. All then‑current directors met ≥75% attendance in 2024. Williams was appointed in 2025; she and Lantz did not attend the 2024 Annual Meeting given appointment dates .
- Term and declassification: If elected at the 2025 Annual Meeting, Williams serves a one‑year term expiring at the 2026 meeting. Stockholders approved declassification on May 22, 2025; bylaws amended accordingly .
Fixed Compensation (Director)
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $50,000 | As of Dec 31, 2024; paid quarterly |
| Lead Director Retainer (cash) | $40,000 | If applicable |
| Committee Chair Retainers (cash) | $30,000 (Audit, Compensation); $25,000 NGS (raised to $30,000 in Feb 2025) | As of Dec 31, 2024 |
| Committee Member Retainers (cash) | $10,000 (Audit, Compensation, NGS) | As of Dec 31, 2024 |
| AMC Service | $0 | No compensation for AMC service |
| 2024 Director Compensation (Williams) | — | Appointed Jan 6, 2025; no 2024 director comp |
Performance Compensation (Equity)
| Award Type | Grant/Transaction Date | Shares/Units | Price/Fair Value | Vesting | Source |
|---|---|---|---|---|---|
| Director equity award (common shares reported on Form 4) | Feb 20, 2025 (filed Feb 24, 2025) | 3,200 | $0 (A‑Award) | Not specified in Form 4; MTH policy notes directors appointed after 2019 receive annual equity grants with a one‑year vest; 2024 grants generally 3‑year cliff except named one‑year awards | |
| 2024 standard non‑employee director grant (for context) | 2024 | 3,000 RSUs (pro‑rata 750 for Lantz) | Fair value per award in table | 3‑year cliff for most; one‑year for specified directors; Williams not awarded in 2024 |
Notes:
- Director pay mix: Approximately 75% of aggregate non‑employee director compensation was equity in 2024 (alignment signal) .
- Options: MTH director program uses RSUs/stock awards; no option grants disclosed for directors in 2024 .
Other Directorships & Interlocks
- Public company board: Siemens Energy AG supervisory board; committees as above .
- No disclosed interlocks with MTH competitors/suppliers or related‑party transactions involving Williams in the 2025 proxy .
Expertise & Qualifications
- MTH skills matrix marks Williams for: executive management, sustainability, financial, legal/regulatory, manufacturing/operations, marketing & sales, public and private board experience .
- Sector depth: Three decades of operational leadership in energy/infrastructure; chair experience at a private grid services firm .
Equity Ownership
| Item | As of/Policy | Amount/Status |
|---|---|---|
| Beneficial ownership of MTH | March 27, 2025 (record date) | — shares; less than 1% of outstanding (RSUs/awards not counted until vested/within 60 days) |
| Post‑award position (Form 4) | Feb 20, 2025 | 3,200 shares owned post transaction (reported) |
| Stock ownership guidelines | Directors must hold 5× annual board retainer; new directors not required to buy in open market; sale restrictions until compliant | Compliance or transitional compliance noted as of Dec 31, 2024 for all officers/directors |
| Hedging/Pledging | Prohibited for officers and directors | Policy enforced by Securities Trading Policy |
Insider Filings (MTH)
| Filing | Date (Transact/Filing) | Transaction | Shares | Price | Ownership After | Link |
|---|---|---|---|---|---|---|
| Form 3 | Jan 6, 2025 / Jan 6, 2025 | Initial statement (no securities beneficially owned) | 0 | — | 0 | |
| Form 4 | Feb 20, 2025 / Feb 24, 2025 | A – Award/Grant (common shares) | 3,200 | $0.00 | 3,200 (direct) |
Governance Assessment
- Board effectiveness: Williams brings regulated‑industry, operations, and sustainability oversight to the AMC, a critical gatekeeper for land and capital allocation—key value drivers in homebuilding. AMC’s transactional review and lack of meeting fees reduce perverse incentives for deal volume over quality .
- Independence and workload: Independent status; committee service limited to AMC at MTH; current external public board is Siemens Energy (supervisory board). MTH limits independent directors to serving on no more than three other public company boards, supporting capacity and engagement; Williams’ roles fit within these limits based on disclosed positions .
- Alignment: Director pay is equity‑heavy (≈75%), hedging/pledging are prohibited, and ownership guidelines require meaningful skin‑in‑the‑game. While beneficial ownership at the March 2025 record date shows “—”, a 3,200‑share award was reported in February 2025, indicating alignment building over the first year of service .
- Conflicts/related parties: No Williams‑related party transactions disclosed. The proxy lists an aircraft charter arrangement tied to the Executive Chairman, approved under MTH’s related‑party policy; no nexus to Williams .
- Shareholder signaling: Stockholders approved declassification at the May 22, 2025 meeting (Board responsiveness to investor feedback). 2024 Say‑on‑Pay passed with ≈94% support, indicating positive compensation governance sentiment entering 2025 .
RED FLAGS: None disclosed specific to Williams. No hedging/pledging, no related‑party transactions, independent committee membership, and equity‑heavy compensation are positive governance signals .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay support: ≈94% of votes cast approved NEO compensation (advisory), signaling investor alignment with compensation design .
- 2025 governance outcome: Board declassification approved at the May 22, 2025 Annual Meeting; bylaws amended to implement phased declassification .
Director Compensation (Context – 2024 Table)
| Director | Fees Earned (Cash) | Stock Awards | Total |
|---|---|---|---|
| Geisha Williams | — | — | — |
| (For reference: other directors’ 2024 comp reported; Williams appointed 2025) | |||
| Example: Peter L. Ax | $130,000 | $229,770 | $359,770 |
| Example: Erin Lantz (appointed Oct 2024) | $12,500 | $66,630 | $79,130 |
| Note: Directors generally received 3,000 RSUs in 2024; pro‑rata for late‑year appointees; Williams received no 2024 award due to January 2025 appointment | |||
| Sources: |
Related‑Party Transactions & Conflicts Policy
- MTH maintains a written policy requiring Audit Committee approval for transactions with directors/executive officers; real estate‑related items face strict scrutiny. Disclosed related‑party item pertains to charter aircraft services involving the Executive Chairman’s plane; no items involving Williams were disclosed .
Committee Composition Snapshot (2024 Activity; 2025 Appointments)
| Body | 2024 Meetings | Member (Williams) | Notes |
|---|---|---|---|
| Board of Directors | 7 | N/A (appointed 2025) | All then‑current directors met ≥75% attendance |
| Audit Committee | 6 | No | — |
| Compensation Committee | 4 | No | — |
| Nominating, Governance & Sustainability (NGS) | — (not listed in meeting count row) | No | Regular governance remit; oversight of sustainability strategy |
| Asset Management Committee (AMC) | Transactional (ad hoc) | Yes (from Feb 20, 2025) | Reviews land/JV/asset transactions; no committee pay |