Louis E. Caldera
Meritage HomesAbout Louis E. Caldera
Independent Class I director of Meritage Homes (MTH) since December 2021; age 69. Senior Lecturer at Harvard Business School (since July 2023) with prior senior government service as U.S. Secretary of the Army (Clinton Administration) and Assistant to the President/Director of the White House Military Office (Obama Administration). Education: B.S. from the U.S. Military Academy; J.D. from Harvard Law School; MBA from Harvard Business School. Core credentials span large-organization leadership, corporate governance (including ESG), and legal/regulatory policy. The Board classifies him as independent. His current Class I term runs to the 2026 annual meeting (board moving to annual elections by 2027).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of the Army | Secretary of the Army (Cabinet) | Clinton Administration | Led large federal department; national security and organizational leadership experience |
| The White House | Assistant to the President; Director, White House Military Office | Obama Administration | Executive branch operations and oversight experience |
| American University Washington College of Law | Distinguished Adjunct Professor of Law | Sep 2018–Jun 2021 | Legal instruction; governance and policy expertise |
| George Washington Univ., Cisneros Hispanic Leadership Institute | Professor of Leadership; Senior Fellow | 2016–2018 | Leadership development; DEI perspective |
| Early career | U.S. Army officer; corporate lawyer; California state legislator | — | Foundational legal, policy, and leadership roles |
| Latino Corporate Directors Association | Board member | 2021–2024 | Director pipeline and governance network |
| Presidents’ Alliance on Higher Education & Immigration (non-profit) | Co-founder & Co-chair | — | Public policy and advocacy leadership |
External Roles
| Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| Harvard Business School | Senior Lecturer | Jul 2023 | MBA program faculty |
| Belay Associates LLC / Everest Consolidator Acquisition Corp. | Senior Advisor | Mar 2021 | PE/financial advisory |
| DallasNews Corporation (NASDAQ: DALN) | Director; Chair, Compensation & Management Development Committee | 2001 | Public media co.; comp chair role |
| Granite Construction Inc. (NYSE: GVA) | Director | 2021 | Public heavy civil construction co. |
Board Governance
- Committee assignments (MTH): Executive Compensation Committee member; not a chair. 2024 committee composition shows Caldera on the Compensation Committee; the 2025 Executive Compensation Committee report lists him as a member (Chair: Michael R. Odell). Compensation Committee held 4 meetings in 2024.
- Independence: Board deems all directors independent except Executive Chairman Steven J. Hilton and CEO Phillippe Lord; Caldera is independent.
- Attendance and engagement: In 2024, the Board held 6 committee meetings (Audit 6, Compensation 4; AMC transactional as needed). Each current director attended ≥75% of aggregate Board/committee meetings; all directors (other than those appointed late in the year) attended the 2024 annual meeting. Independent directors met in executive session four times in 2024.
- Board leadership and refresh: Lead Independent Director is Peter L. Ax; Board accelerated declassification after shareholder support—Class I directors (including Caldera) up in 2026; all directors to annual terms by 2027.
- Outside board limits: Independent directors limited to no more than three other public boards; Caldera currently serves on two other public boards (DALN, GVA), within policy.
Fixed Compensation (Director)
| Component | MTH Policy/Rate | Caldera 2024 Actual |
|---|---|---|
| Board cash retainer | $50,000 | — (included below) |
| Committee member retainer (per committee) | $10,000 | — (included below) |
| Committee chair retainers | $30,000 (Audit/Comp); NGS $25k (raised to $30k in Feb 2025) | n/a (not a chair) |
| Lead director retainer | $40,000 | n/a |
| Total cash fees (Caldera) | — | $60,000 (board retainer + committee retainer) |
Notes: MTH reimburses reasonable director expenses; 2024 reimbursements to Caldera were $4,898.
Performance Compensation (Director)
| Equity Element | 2024 Grant | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (annual director grant) | 3,000 RSUs | For Caldera, 1-year vest; most directors 3-year cliff vest | None (time-based RSUs; no performance criteria) |
- 2024 grant-date fair value for Caldera: $229,770.
Other Directorships & Interlocks
| Company | Ticker | Role | Committee Roles | Interlocks with MTH |
|---|---|---|---|---|
| DallasNews Corporation | DALN | Director | Chair, Compensation & Management Development | None reported by MTH; no compensation committee interlocks disclosed. |
| Granite Construction Inc. | GVA | Director | — | None reported. |
MTH states none of the Compensation Committee members are or have been MTH employees, and there are no interlocking relationships affecting executive compensation determinations.
Expertise & Qualifications
| Competency | Evidence |
|---|---|
| Executive management and governance | Skills matrix + senior leadership roles in government and academia; public and private board experience. |
| Legal, regulatory, and compliance | Skills matrix cites legal/regulatory competency; Harvard Law J.D.; policy roles. |
| Financial acumen | Skills matrix includes “Financial”; board compensation chair experience at DALN. |
| Public/private board experience | Skills matrix shows both; long-standing director roles. |
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (3/27/2025) | 10,200 shares; <1% of outstanding. |
| Unvested director equity (12/31/2024) | 3,000 RSUs outstanding (scheduled vesting per one-year term). |
| Stock ownership guidelines | Directors: 5x annual board retainer; all officers/directors compliant or in transition as of 12/31/2024. |
| Pledging/Hedging | Prohibited; no NEOs or directors have pledged MTH stock. |
| Section 16 compliance | Company believes all officers/directors complied with Section 16(a) filings in 2024. |
Related-Party Transactions and Conflicts
- Oversight: Audit Committee must pre-approve any director/officer related-party transaction; strict scrutiny applies to real estate transactions.
- Disclosures: The only related-party transaction disclosed relates to aircraft charter services linked to Mr. Hilton’s private plane; no transactions involving Mr. Caldera were disclosed.
Say‑on‑Pay and Shareholder Feedback (Context for Comp Committee Member)
- 2024 Say‑on‑Pay approval ~94% of votes cast, indicating strong shareholder support for MTH’s pay program.
- Compensation consultant: Pearl Meyer engaged as independent advisor to the Compensation Committee since 2018.
- Structural governance response: Board accelerated declassification after shareholder support for annual elections in 2024.
Governance Assessment
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Strengths
- Independent director with deep legal/regulatory and governance expertise; serves on MTH’s Compensation Committee.
- Strong alignment policies: stock ownership requirements (directors: 5x retainer), anti‑hedging/anti‑pledging, and Section 16 compliance reported.
- Shareholder-responsive board: accelerated declassification; robust Say‑on‑Pay support (94%).
- No Caldera-specific related-party transactions disclosed; Audit Committee screens such items.
-
Watch items
- Outside board load near the policy cap (two additional public boards; policy limit is three “other” for independents) — monitor ongoing time commitments; 2024 attendance met ≥75% threshold.
- Director equity awards are time-based RSUs (not performance-based), common for directors but provides less direct pay-for-performance link than PSU structures; still aligns via ownership guidelines.