Michael R. Odell
Meritage HomesAbout Michael R. Odell
Independent director since December 2011 (Class II), age 61. President/CEO and board member of Marubeni Automotive Aftermarket Holdings since 2017; previously President of XL Parts and The Parts House (2017–2024), President of Eastern Auto Parts Warehouse (2015–2016), CEO/board member of The Pep Boys (2008–2014), and EVP/GM of Sears Retail & Specialty Stores; began career as a CPA at Deloitte. Education: MBA, Northwestern University (Kellogg); BS Accounting, University of Denver. Deep operating, distribution, retail, finance, and strategic planning credentials.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Pep Boys – Manny, Moe & Jack (NYSE, then) | President, CEO, Board Member | 2008–2014 | Led large-scale service/retail operations; board experience at a public issuer |
| Sears Retail & Specialty Stores (division of Sears Holdings) | EVP & GM | Not disclosed | Operated $26B division; strategic/operations leadership |
| Eastern Auto Parts Warehouse | President | 2015–2016 | Automotive distribution leadership |
| Deloitte & Touche LLP | CPA | Not disclosed | Financial/audit grounding |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Marubeni Automotive Aftermarket Holdings | President, CEO, Board Member | Since 2017 | Parent for XL Parts and The Parts House |
| XL Parts; The Parts House | CEO/President | 2017–2024 | Automotive parts distribution (subsidiaries of Marubeni) |
| Public company directorships | — | — | No other current public company boards disclosed in proxy |
Board Governance
- Committee assignments: Chair, Executive Compensation Committee; not listed as member of Audit, Nominating/Governance & Sustainability (NGS), or Asset Management Committees in 2024 structure. Compensation Committee met 4 times in 2024.
- Independence: Board determined Odell independent under NYSE rules; only Hilton (Executive Chairman) and Lord (CEO) are non-independent.
- Attendance/engagement: In 2024 each director attended at least 75% of Board and committee meetings; Board held 6 meetings. Directors are expected to attend the annual meeting; all directors (except late-year appointees) attended in 2024.
- Lead Independent Director: Peter L. Ax; non-management directors held executive sessions at least quarterly (four in 2024).
- Board structure evolution: Board proposed phased declassification beginning 2026; all directors to annual elections by 2027 (stockholder vote in 2025).
Fixed Compensation
- 2024 non-employee director cash fees: Board retainer $50,000; Committee member $10,000; Committee chair $30,000 (NGS increased to $30,000 in Feb 2025); Lead Director $40,000.
- Odell’s 2024 director compensation: Cash fees $80,000; equity RSU grant fair value $229,770; total $309,770 (about 75% equity-heavy structure).
Performance Compensation
- Director equity: Standard 2024 annual grant of 3,000 RSUs (cliff vest at 3 years; some newer directors vest in 1 year). Odell received typical director RSUs (not performance-based).
- Committee oversight – annual cash incentive metrics (for NEOs, reflecting Odell’s role as Comp Committee Chair): 60% Adjusted EBITDA, 30% Home Closings, 10% Customer Satisfaction; payout curves below.
| Metric | Maximum | Target | Threshold | Below Threshold |
|---|---|---|---|---|
| Adjusted EBITDA – Performance as % of Target | 123.6% → 250% payout | 100.0% → 100% | 88.2% → 50% | <88.2% → 0% |
| Home Closings – Performance as % of Target | 110.0% → 250% payout | 100.0% → 100% | 90.0% → 50% | <90.0% → 0% |
| Customer Satisfaction – Performance as % of Target | 103.4% → 250% payout | 100.0% → 100% | 96.6% → 50% | <96.6% → 0% |
- Committee oversight – long-term equity performance metrics (NEOs): 70% Adjusted ROA (annual measures within 3-year cliff vest), 30% 3-year relative TSR vs peer group; payout curves below.
| Metric | Maximum | Target | Threshold | Below Threshold |
|---|---|---|---|---|
| Adjusted ROA – Performance as % of Target | 150% → 200% of target shares | 100% → 100% | 50% → 50% | <50% → 0% |
| Relative TSR – Peer Percentile | 75th → 200% of target shares | 50th → 100% | 25th → 50% | <25th → 0% |
- Compensation philosophy and governance: Independent adviser (Pearl Meyer) engaged since 2018; pay-for-performance emphasis; clawback policy; equity-heavy pay; hedging and pledging prohibited; no comp committee interlocks or insider participation.
- Say-on-pay investor support: 2024 approval approx. 94%; 2023 approx. 97%.
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Compensation Committee interlocks | None; no members are or have been Meritage employees; no interlocking relationships affecting NEO compensation. |
| Related-party transactions | None disclosed for Odell; Audit Committee reviews/approves any related-party transactions; disclosed charter aircraft payments involve Hilton’s plane providers. |
Expertise & Qualifications
- Skills matrix: Executive management, financial, manufacturing/operations, marketing & sales, public board experience.
Equity Ownership
| Holder | Shares Owned | % of Outstanding | Notes |
|---|---|---|---|
| Michael R. Odell | 50,500 | <1% | Listed among management beneficial owners as of March 27, 2025 (71,830,262 shares outstanding). |
- Ownership alignment: Director stock ownership guideline—5x annual board retainer; compliance confirmed for all officers/directors; hedging and pledging prohibited under Securities Trading Policy.
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2023-02-17 | 2023-02-16 | Award (A) | 2,100 | $0.00 | 7,350 | |
| 2023-05-02 | 2023-04-28 | Sale (S) | 10,000 | $127.84 | 25,000 | |
| 2024-02-26 | 2024-02-22 | Award (A) | 1,500 | $0.00 | 6,100 | |
| 2024-08-26 | 2024-08-23 | Sale (S) | 5,000 | $200.00 | 22,750 | |
| 2025-02-24 | 2025-02-20 | Award (A) | 3,200 | $0.00 | 10,400 |
Governance Assessment
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Strengths: Independent director with deep operating and distribution expertise; chairs Compensation Committee with robust pay-for-performance architecture (Adjusted EBITDA, closings, customer satisfaction; ROA and rTSR) and strong investor support on say-on-pay (~94% in 2024; ~97% in 2023). Clear ownership alignment (equity-heavy director pay, stock ownership guidelines); anti-hedging/pledging; clawback policy; no comp interlocks.
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Watch items: Periodic open-market sales in 2023 and 2024 (not uncommon for directors; monitor patterns versus event windows). No related-party transactions disclosed involving Odell. Board declassification improves accountability; ensure comp program continues to calibrate performance targets versus market cycles.
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Overall: Governance quality appears solid (independence, attendance, committee leadership, policies), with alignment-oriented compensation oversight and high shareholder support; limited conflict indicators tied to Odell personally. Continued monitoring of insider trading activity and performance target rigor is advisable.