Joseph Keough
Meritage HomesAbout Joseph Keough
Independent director of Meritage Homes since June 2019. Age 55. Chairman and CEO of Wood Partners; prior roles include COO of Fuqua Capital, SVP in Cousins Properties’ office/multifamily division (NYSE: CUZ), and Principal at The Boston Consulting Group. Serves on the board of Interface, Inc. (NASDAQ: TILE). Education: MBA, Harvard Business School; BS in Finance & Economics, Babson College . Classified as independent under NYSE/Company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fuqua Capital | Chief Operating Officer | Not disclosed | Investment office operating leadership |
| Cousins Properties (NYSE: CUZ) | Senior Vice President, Office & Multifamily | Not disclosed | Multifamily/office leadership; real estate expertise |
| The Boston Consulting Group | Principal | Not disclosed | Strategy/operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wood Partners (private) | Chairman & CEO | Current | One of the largest U.S. multifamily real estate firms |
| Interface, Inc. (NASDAQ: TILE) | Director | Current | Public company directorship |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director |
| Committee Assignments (2024) | Audit Committee (member); Asset Management Committee (member) |
| Committee Chairs | Not a chair; AC Chair: Peter L. Ax; AMC Chair transitioned to Dana C. Bradford effective Feb 20, 2025 |
| Attendance | All current directors attended ≥75% of aggregate Board and committee meetings in 2024; Board held 6 meetings |
| Committee Meeting Cadence (2024) | Audit: 7; Compensation: 6; Nominating/Governance/Sustainability: 4; AMC: transactional/no regular meetings |
| Annual Meeting Attendance | All directors (except late-2024/early-2025 appointees) attended 2024 Annual Meeting |
| Lead Independent Director | Peter L. Ax |
Fixed Compensation
| Component | Policy/Amount | Keough 2024 |
|---|---|---|
| Annual Board Retainer (cash) | $50,000 | $50,000 (included in fees) |
| Committee Member Retainer (AC/CC/NGSC) | $10,000 per committee | +$10,000 for AC membership; AMC pays no fees |
| Committee Chair Retainers | AC/CC: $30,000; NGSC: $25,000 (raised to $30,000 in Feb 2025) | N/A (not a chair) |
| Lead Director Retainer | $40,000 | N/A |
| Meeting Fees | Not specified; structure uses retainers | — |
| Fees Earned or Paid in Cash (2024) | — | $60,000 |
| Reimbursements (2024) | Travel/related reimbursements permitted | $2,414 |
Notes:
- AMC is transactional; no compensation is paid for AMC service .
Performance Compensation
| Equity | Annual Amount | Grant-Date Fair Value | Vesting | Unvested at 12/31/24 |
|---|---|---|---|---|
| RSUs (director annual grant) | 3,000 shares for 2024 cohort | $229,770 (2024 stock awards total) | Generally 3-year cliff; exception: Keough’s awards vest on 1st anniversary (directors appointed after 2019 receive 1-year vesting) | 3,000 units |
Mix and structure:
- Approx. 75% of aggregate non-employee director compensation delivered in equity; cash % has been relatively flat for 5+ years .
- No performance metrics tied to director equity (time-based RSUs) .
Other Directorships & Interlocks
| Company | Type | Role | Interlocks/Notes |
|---|---|---|---|
| Interface, Inc. (NASDAQ: TILE) | Public | Director | Public board service; no Meritage compensation committee interlocks disclosed |
- Compensation Committee Interlocks: Company discloses no interlocking relationships affecting NEO compensation; Keough is not on the Compensation Committee .
Expertise & Qualifications
- Real estate/homebuilding and financial expertise highlighted in the Board skills matrix; executive management background .
- Biography underscores >20 years of leadership, real estate depth, and organizational transformation experience; MBA (HBS), BS (Babson) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As-of Date |
|---|---|---|---|
| Joseph Keough | 37,700 | <1% (asterisk in table) | March 27, 2025 |
Ownership alignment and policies:
- Director stock ownership guideline: 5× annual board retainer; all officers and directors were in compliance or on transitional path as of Dec 31, 2024 .
- Anti-pledging and anti-hedging: Pledging and all hedging transactions are prohibited; none of the directors currently have pledged Company stock .
Governance Assessment
- Independence and committee coverage: Independent status, with active roles on the Audit Committee (financial reporting, compliance, risk including cyber/data/AI) and Asset Management Committee (land and JV approvals) support robust oversight of key risk and capital allocation areas .
- Attendance/engagement: Company reports ≥75% attendance for all current directors in 2024 and Annual Meeting attendance, indicating baseline engagement .
- Pay alignment: Director pay skewed toward equity (~75%), with one-year vesting for Keough’s grants (appointments after 2019), which promotes alignment but is less long-dated than the 3-year standard for earlier appointees .
- Ownership alignment: Explicit director ownership guideline (5× retainer) and broad compliance; strict prohibitions on pledging/hedging reduce misalignment risk .
- Related-party safeguards and disclosures: Audit Committee pre-approves director/officer related-party transactions; real estate transactions face “strict scrutiny.” 2024 related-party disclosures did not identify transactions involving Keough; Section 16 compliance confirmed for all officers/directors in 2024 .
- Shareholder feedback signals: Say-on-pay support ~94% at 2024 Annual Meeting suggests broad investor approval of compensation governance; Board moving to declassify beginning with 2026 meetings, improving accountability .
RED FLAGS observed: None disclosed specific to Mr. Keough (no related-party transactions, no pledging, attendance threshold met) .
Potential monitoring items:
- Continued AMC participation as land/JV activity remains high; AMC has no regular meetings and is transactional—monitor volume/complexity of approvals for workload and risk oversight intensity .
- Equity vesting horizon: One-year vesting for post-2019 appointees (including Keough) versus three-year for earlier appointees—monitor for any future changes in equity mix/vesting that could affect long-term alignment .