Peter L. Ax
Meritage HomesAbout Peter L. Ax
Peter L. Ax, 65, has served on Meritage Homes’ Board since 2000 and is the lead independent director and Audit Committee Chair. He founded and operates UpScript Health (since 2001), previously led Phoenix Capital Management (subsidiary of UpScript since 2021), was Chairman/CEO of SpinCycle, and held senior roles at Lehman Brothers. He holds an MBA (Wharton), JD (University of Arizona), BS in Business Administration (University of Arizona), and is a former CPA, bringing deep capital markets and corporate finance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meritage Homes (MTH) | Lead Independent Director; Audit Committee Chair; Director | Director since 2000; Lead Independent Director current; Audit Chair current | Presides over executive sessions; sets agendas; financial oversight; audit committee financial expert; formerly AMC Chair (replaced Feb 20, 2025) |
| UpScript Health | Founder/Owner | Since 2001 | Telemedicine pioneer enabling direct-to-patient prescriptions; industry expertise |
| Phoenix Capital Management | Managing Partner | Pre-2021 | Operationally focused VC; became Upscript subsidiary in 2021 |
| SpinCycle, Inc. | Chairman & CEO | Prior role | Operated public-reporting consolidator/developer of laundromats |
| Lehman Brothers | SVP; Head, Private Equity Placement | Prior role | Capital markets leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| iGo, Inc. (NASDAQ: IGOI) | Director | 2007–Jan 2022 | Public company board experience |
Board Governance
- Independence: Determined independent; only Executive Chairman (Hilton) and CEO (Lord) are non-independent .
- Leadership: Lead Independent Director with chartered responsibilities (agendas, presiding over independent sessions, calling special meetings) .
- Committees (current): Audit Chair; Nominating, Governance & Sustainability (member). Formerly AMC Chair; replaced by Dana Bradford on Feb 20, 2025 .
- Attendance: All directors attended at least 75% of Board/committee meetings in 2024; Ax attended the annual meeting (May 16, 2024) .
- Executive Sessions: Independent directors met in executive session four times in 2024; Ax presides .
- Audit Committee Expertise: Board determined Ax and audit members are “audit committee financial experts” (NYSE and SEC Rule 10A–3 compliant) .
- AMC oversight: Transactional approval of land and JV deals above thresholds; currently no compensation paid for AMC service .
- Declassification: Board seeking phased declassification; if re-elected in 2025, Ax’s term runs to 2027; all directors annual by 2027 .
- Related-party oversight: Audit Committee reviews and approves any director/executive related-party transactions under a written policy; disclosed charter aircraft payments relate to Executive Chairman’s plane, not Ax .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Cash Fees (Total) | $130,000 | Comprised of Board retainer ($50k), Lead Director retainer ($40k), Audit Chair retainer ($30k), NGS Committee member ($10k) |
| Equity Awards (RSUs; grant-date fair value) | $229,770 | 3,000 RSUs granted in 2024; standard director grant vesting in 3 years (some directors on 1-year cycle per appointment date) |
| Total 2024 Compensation | $359,770 |
- Director compensation mix: Approximately 75% of non-employee director compensation was equity in aggregate; Ax’s mix was ~64% equity ($229,770 of $359,770) .
Performance Compensation
- Structure: Director equity is time-based RSUs; no performance metrics (e.g., EBITDA/TSR) apply to director awards at Meritage .
- Vesting: Director RSUs cliff-vest on the third anniversary of grant (newer appointees may vest on first anniversary) .
- 2025 Equity Award Event (Form 4): 3,200 shares awarded on Feb 20, 2025; post-transaction direct holdings reported as 10,400 shares (Form 4) .
| Equity Event | Date | Type | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| Annual director equity grant (RSUs) | 2024 | RSU Grant | 3,000 | — | Unvested | |
| Award (Form 4) | 2025-02-20 | A (Award) | 3,200 | $0.00 | 10,400 |
Other Directorships & Interlocks
- Current public company boards: None disclosed other than Meritage .
- Prior public company boards: iGo, Inc. (2007–Jan 2022) .
- Compensation Committee interlocks: None; no insider participation on Meritage’s Compensation Committee .
Expertise & Qualifications
- Financial and Capital Markets: Former CPA; senior roles at Lehman; audit committee financial expert designation .
- Governance Leadership: Lead Independent Director role with formal charter .
- Industry/Operations: Entrepreneurial leadership (UpScript Health); operational venture capital background .
- Education: MBA (Wharton), JD (Univ. of Arizona), BS Business Administration (Univ. of Arizona) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total Beneficial Ownership (3/27/2025) | 34,558 shares; <1% of outstanding | “All shares are held by a living trust” (footnote) |
| Unvested Director RSUs (12/31/2024) | 12,200 units | 2024 director grant (standard vesting) |
| Post-Transaction Direct Holdings (Form 4) | 10,400 shares (2/24/2025 filing) | After 3,200-share award; Form 4 figure may differ from proxy’s aggregate due to trust/indirect holdings |
| Ownership Guidelines | Directors: 5x annual board retainer; all directors/officers in compliance or transitional compliance (as of 12/31/2024) | |
| Hedging/Pledging | Prohibited; none pledged by directors | Securities Trading Policy bans hedging and pledging |
Insider Trades (Recent)
| Transaction Date | Filing Date | Type | Shares | Price | After Holdings | Link |
|---|---|---|---|---|---|---|
| 2024-07-26 | 2024-07-29 | Sale (S) | 3,000 | $199.19 | 14,779 | |
| 2025-02-20 | 2025-02-24 | Award (A) | 3,200 | $0.00 | 10,400 |
Governance Assessment
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Strengths
- Independent lead director with formal charter; robust executive sessions cadence; Audit Chair with SEC “financial expert” designation bolsters oversight of financial reporting, controls, cybersecurity, and related-party review .
- Board moving to annual elections by 2027, indicating improved accountability aligned with shareholder feedback; accelerated timeline reflects responsiveness .
- Director ownership guidelines and hedging/pledging prohibitions enhance alignment; all directors compliant or in transition .
- No compensation committee interlocks; independent consultant retained; strong compensation governance .
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Watch items
- Change in AMC chair (Ax replaced by Bradford on Feb 20, 2025) reflects refresh; monitor continuity of AMC’s land/JV oversight given transactional nature, though no compensation is paid for AMC service .
- 2024 open-market sale of shares by Ax (3,000) is not uncommon for liquidity/tax, but continued selling could be a sentiment signal; balance against consistent equity grants and ownership guideline compliance .
- Related-party transaction risk exists broadly (e.g., charter aircraft tied to Executive Chairman), but policy requires Audit Committee approval; none disclosed for Ax .
-
Shareholder signals
- 2024 Say-on-Pay approval ~94% suggests overall investor support for compensation frameworks and governance practices overseen by the Board .
Director Compensation Policy Reference
- 2024 cash retainers: Board $50,000; Audit/Comp Chair $30,000; NGS Chair $25,000 (raised to $30,000 in Feb 2025); Committee member $10,000; Lead Director $40,000; equity grants typically 3,000 RSUs with three-year vest (newer appointees one-year) .
- Ax’s 2024 director compensation: $130,000 cash; $229,770 equity; $359,770 total .
RED FLAGS
- None disclosed specific to Ax: No pledging/hedging; no related-party transactions; meets independence and attendance thresholds; equity grants are standard time-based RSUs .