Malissia Clinton
Meritage HomesAbout Malissia Clinton
Malissia Clinton is Executive Vice President, General Counsel and Secretary of Meritage Homes (MTH), age 56 as of December 31, 2024, and joined on April 18, 2022 after serving as SVP, General Counsel and Secretary at The Aerospace Corporation from 2009–2022 . During her tenure, company performance has been strong: 2024 net earnings were $786.2 million with record 15,611 home closings and $6.3 billion in home closing revenue, up year-over-year . Pay-versus-performance disclosures emphasize Adjusted ROA and rTSR as key drivers of compensation alignment; Adjusted ROA was 13.8% in 2024 (vs. 10% target), and cumulative TSR outperformed or tracked peers over multi-year windows .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Aerospace Corporation | SVP, General Counsel & Secretary | 2009–Apr 2022 | Led enterprise legal and governance; prior role to MTH appointment |
| Meritage Homes | EVP, General Counsel & Secretary | Apr 2022–Present | Part of executive team during record closings and earnings in 2024 |
External Roles
No public-company board or external roles disclosed in MTH 10-K/Proxy materials for Ms. Clinton .
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 364,752 | 515,000 | 540,000 |
| Stock Awards ($) | 589,748 | 864,162 | 904,639 |
| Non-Equity Incentive ($) | 548,216 | 1,287,500 | 1,076,875 |
| All Other Compensation ($) | 170,973 | 69,909 | 45,574 |
| Total ($) | 1,673,689 | 2,736,571 | 2,567,088 |
All Other Compensation (2024 breakdown):
| Component | Amount ($) |
|---|---|
| Health & Insurance Premiums | 35,224 |
| 401(k) Match | 10,350 |
| Car Allowance | — |
| Other | — |
| Total | 45,574 |
2025 compensation changes (effective Jan 1, 2025):
| Item | 2025 Value |
|---|---|
| Base Salary | $560,000 |
| Annual Target Cash Incentive | $560,000 |
| Target Equity Incentive (non-cash) | $952,000 (≈50% RSUs, 50% PSUs) |
Performance Compensation
Annual incentive plan (2024) – metrics, weighting, targets, actuals, payout:
| Metric | Weight | Target | Actual | NEO Payout % | Payout $ |
|---|---|---|---|---|---|
| Adjusted EBITDA | 60% | ≥$950,000k | $1,114,494k | 210.2% | $680,893 |
| Home Closings | 30% | ≥15,000 | 15,611 | 161.1% | $260,982 |
| Customer Satisfaction | 10% | ≥89.0% | 95.0% | 250.0% | $135,000 |
| Total Cash Bonus | — | — | — | — | $1,076,875 |
Long-term equity awards (2024 grants; three-year cliff vest; PSU metrics 70% Adjusted ROA, 30% rTSR):
| Award Type | Grant Date | Target Shares | Grant-Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (time-based) | 2/22/2024 | 5,992 | 458,927 | Cliff vest in 2027 | Split-adjusted pricing |
| PSUs (Adjusted ROA + rTSR) | 2/22/2024 | 5,992 | 445,712 | Cliff vest in 2027; earned by metric | 70% ROA, 30% rTSR |
PSU payout curves and recent performance:
| Metric | Threshold | Target | Maximum | 2024 Actual | 2024 Payout % |
|---|---|---|---|---|---|
| Adjusted ROA (annual) | 50% of target (shares at 50%) | 100% | 150% (shares at 200%) | 13.8% vs 10.0% target | 137.6% |
| rTSR (3-year vs peers) | 25th pct (50%) | 50th pct (100%) | 75th pct (200%) | 46.1 pct (2022–2024) | 92.2% |
Equity Ownership & Alignment
Ownership, pledging, and guidelines:
- Beneficial ownership: Ms. Clinton reported no shares owned as of March 27, 2025 (beneficial ownership table shows “—”) . Percent outstanding: 0% .
- Stock ownership guidelines: GC must hold 2x base salary; all officers and directors were compliant or in transition as of 12/31/2024; hedging and pledging are prohibited .
- Sale restrictions for new executives: may sell only to cover taxes upon vesting; then ≤50% of remaining vested shares per fiscal year until guideline compliance .
Outstanding and upcoming vesting:
| Category | Count | Market/Payout Value ($) | Reference |
|---|---|---|---|
| Unvested time-based RSUs | 38,032 | $2,925,041 (at $76.91) | |
| Unearned PSUs (target) | 8,668 | $666,656 (at $76.91) |
Vesting schedule details:
| Type | 2025 | 2026 | 2027 |
|---|---|---|---|
| Time-based RSUs (unvested) | 6,644 in Aug 2025 | 7,638 in Feb 2026 | 5,992 in Feb 2027 |
| PSUs – Earned but not yet vested | 8,623 in Aug 2025 | 6,686 in Feb 2026 | 2,449 in Feb 2027 |
| PSUs – Unearned (target) | — | 4,074 in Feb 2026 | 4,594 in Feb 2027 |
Policy signals:
- No options in current program; no option repricing; anti-hedging, anti-pledging enforced .
- Equity mix is ~50% time-based RSUs and ~50% PSUs for NEOs (2024 grants and 2025 targets) .
Employment Terms
Employment agreement and severance/change-of-control economics:
- Agreement: Auto-renews annually; Clinton’s agreement initiated April 2022 .
- Severance plan: Double-trigger cash severance on change-of-control; defined “Cause,” “Good Reason,” and “Change in Control” terms; Section 409A compliant; greater of employment agreement vs plan benefits (no duplication) .
- Multipliers: Good reason/termination without cause = 125% of base+target bonus; change-in-control = 200% for NEOs (non-CEO/Chair) .
Potential payments (assuming event on 12/31/2024 at $76.91/share):
| Scenario | Amount ($) |
|---|---|
| Voluntary Resignation Without Good Reason / With Cause | — |
| Good Reason or Termination Without Cause | $2,446,321 |
| Death or Disability | $4,131,697 |
| Retirement | $4,668,572 |
| Change in Control | $6,311,143 |
Other provisions:
- Accelerated vesting: 100% of performance awards and RSUs vest in change-in-control; specified vesting for other scenarios including earned PSUs post-period .
- Clawback: Recovery of erroneously awarded incentive compensation aligned with NYSE/SEC rules; policy available on company website .
Investment Implications
- Strong pay-for-performance alignment: Annual bonus tied 60% to Adjusted EBITDA, 30% to closings, 10% to customer satisfaction, all exceeded target in 2024; long-term PSUs driven by Adjusted ROA and rTSR with above-target Adjusted ROA achievement . This supports incentive compatibility with operational and shareholder outcomes.
- Retention risk appears low-to-moderate: Significant earned-but-not-vested PSUs and time-based RSUs scheduled through 2027, plus ownership guidelines and selling restrictions (≤50% of net vested shares until compliant) reduce near-term selling pressure and encourage tenure . Double-trigger protection in change-of-control further stabilizes retention .
- Equity ownership alignment: Reported zero beneficial ownership as of March 27, 2025; however, substantial unvested equity exists. Prohibitions on hedging and pledging remove alignment red flags .
- Governance and shareholder sentiment: Say-on-pay support (~94% in 2024) and independent consultant engagement (Pearl Meyer) indicate robust governance and market-aligned benchmarking; no tax gross-ups or option repricing .
- Trading signals: Upcoming vesting tranches (Aug 2025, Feb 2026, Feb 2027) may create Form 4 activity primarily for tax-withholding; policy constraints limit discretionary sales until guideline compliance, reducing external selling pressure .
Bold highlights:
- Base salary increased to $560,000 and 2025 target incentives reset (cash $560k; equity $952k) .
- 2024 bonus paid $1,076,875 on above-target performance across all metrics .
- Earned-but-unvested PSUs of 17,758 and RSUs of 38,032 position value realization over 2025–2027, reinforcing retention .
All data sourced from MTH DEF 14A (2025/2024/2023) and FY2024 10-K filings .