Kevin A. Henry
PULTEGROUP INC/MI/About Kevin A. Henry
Kevin A. Henry is Executive Vice President and Chief People Officer (CPO) of PulteGroup (PHM), serving as a named executive officer. He commenced employment on June 20, 2023 and participates in Compensation & Management Development Committee processes as a senior HR leader providing operational and human capital input . Company performance-based pay metrics tied to his incentives include adjusted pre-tax income and operating margin (Annual Program), and relative total shareholder return (TSR), return on equity (ROE), and operating margin (PSUs); PHM delivered strong recent performance: 2024 Annual Program paid 200% of target, the Pre-Tax Income Profit Participation Program paid 146% of target, and 2022–2024 PSUs paid 189.5% of target; PHM’s five-year TSR grew $100 to $296.48 through 12/31/2024 versus $197.02 for the S&P 500 and $244.95 for the Dow Jones U.S. Select Home Construction Index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PulteGroup, Inc. | EVP & Chief People Officer | Jun 2023–Present | Participates in Compensation Committee meetings to provide HR/operational context |
External Roles
<!-- No external directorships disclosed in the reviewed proxy sections; section omitted per disclosure availability. -->Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $294,039 | $550,000 |
| All Other Compensation ($) | $12,705 | $18,460 |
| Total ($) | $1,615,861 | $2,273,571 |
Performance Compensation
Annual Cash Incentives (Plan Mechanics and 2024 Outcomes)
| Component | Metric | Target Basis | Actual Performance/Modifier | Individual Target ($) | Actual Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|---|
| Annual Program (Cash) | Adjusted pre-tax income; Operating margin | Target set at 41.8% of salary | 200% performance → 200% payout | $230,000 | $460,000 | Annual cash |
| Pre-Tax Income Profit Participation Program (Cash) | Adj. pre-tax income; peer-relative growth modifier | 0.0067% of adj. pre-tax income; target goal $3,304,311,000 | Actual adj. pre-tax income $4,260,858,000; modifier 113.7% | Formula-based (0.0067% × performance × modifier) | $322,552 | Annual cash |
Notes and definitions: Adjusted pre-tax income target construct and modifier schedule per peer group; actual Company rank in 2024 drove a 113.7% modifier .
Long-Term Equity Incentives (2024 Grants)
| Grant | Metric/Type | Grant Date | Target Shares (#) | Max Shares (#) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|
| 2024–2026 PSUs | Relative TSR, ROE, Operating Margin (equal weighting) | 1/31/2024 | 5,094 | 10,188 | $562,549 | Cliff vest after 3-year performance period; settled in shares |
| 2024 RSUs | Time-based RSUs | 1/31/2024 | 3,396 | N/A | $360,010 | 3-year cliff; dividends accrued and paid in cash upon vest |
Program design: For NEOs (including Henry), 2024 LTI target opportunity set at whole dollar values; Henry’s LTI target equals ~98.2% of base salary with threshold $270k, target $540k, max $1.08m (PSUs 60% of LTI, RSUs 40%) .
Long-Term Equity Incentives (2025 Awards Reference)
| Grant | Type | Target Shares (#) | Target Value ($) |
|---|---|---|---|
| 2025–2027 PSUs | Performance-based (relative TSR/ROE/op margin) | 5,379 | $600,000 |
| 2025 RSUs | Time-based RSUs | 3,586 | $400,000 |
Equity Ownership & Alignment
Beneficial Ownership and Outstanding Awards
| Metric | As of Mar 6, 2025 | As of Dec 31, 2024 |
|---|---|---|
| Beneficial shares owned (#) | 11,793; <1% of outstanding | — |
| Unvested RSUs (#; $ value) | — | 8,207; $893,742 |
| Unearned PSUs at max (#; $ value) | — | 19,586; $2,132,915 |
| Outstanding stock options | None disclosed for NEOs | None outstanding |
Scheduled RSU Vesting (Henry)
| Vest Date | RSUs (#) |
|---|---|
| Jan 31, 2026 | 112 |
| Jun 20, 2026 | 4,699 |
| Jan 31, 2027 | 3,396 |
Policies and governance:
- Prohibition on hedging and pledging Company securities; meaningful share ownership guidelines; no dividends paid on unearned performance-based awards .
- Clawback policies cover both financial restatements and executive misconduct; Board recommended against an external proposal to expand clawbacks to negligence-based triggers .
Employment Terms
| Scenario/Term | Detail (Henry) |
|---|---|
| Employment start | June 20, 2023 (EVP & Chief People Officer) |
| Severance multiple (Exec Severance Policy) | 1.5× base salary for Koart and Henry (as of 12/31/2024) |
| Involuntary termination without cause / Good Reason | Cash severance $825,000; prorated Annual Incentive $782,552; LT incentive award acceleration $981,355; RSU acceleration $902,916; benefits continuation $38,145; total $3,529,968 (assumes Committee discretion per plan quantification) |
| Change-in-control + qualifying termination (double trigger) | Cash severance $825,000; Annual Incentive $782,552; LT incentive acceleration $1,066,458; RSU acceleration $902,916; total $3,576,926; Annual Incentive under CIC equals 1/12 of target bonus × 18 (Henry) |
| Retirement policy (vesting treatment) | RSUs: for grants in 2024 onward, 100% remain outstanding and continue vesting; PSUs: grants in 2024 vest based on actual performance with no pro-ration; PSUs granted in same calendar year as retirement are forfeited; retirement requires Company consent and non-compete/non-solicit/confidentiality agreement |
| Tax gross-ups | No change-in-control tax gross-ups for NEOs |
| Option repricing | Prohibited |
| Hedging/pledging | Prohibited |
| Ownership guidelines | Meaningful share ownership guidelines in place (specific multiples not disclosed in cited sections) |
| Clawbacks | Policies for restatements/misconduct; shareholder proposal sought enhanced negligence trigger (Board opposed) |
Investment Implications
- Pay-for-performance is pronounced: 2024 Annual Program paid 200% of target and Pre-Tax Income PPP paid 146% of target, while 2022–2024 PSUs paid 189.5%—demonstrating high leverage to operating and shareholder-return outcomes .
- LTI mix shifted toward PSUs (60% in 2024 vs. 50% previously), with equal weighting across relative TSR, ROE, and operating margin versus a peer set—tightening alignment to shareholder value creation through cycles .
- Upcoming RSU vesting tranches (Jan 31, 2026: 112; Jun 20, 2026: 4,699; Jan 31, 2027: 3,396) could concentrate near-term selling pressure around those dates if shares are sold to cover taxes or liquidity needs .
- Ownership alignment is moderate in absolute terms (11,793 shares, <1% of outstanding) but supported by sizable unvested equity (8,207 RSUs; 19,586 PSUs at max) and prohibition on hedging/pledging—reducing misalignment risk .
- Retention risk appears contained: 1.5× salary severance and double-trigger CIC economics provide downside protection, while policy changes in 2024 tightened pro-rata vesting for PSUs—raising performance dependency for exit outcomes .
- Governance quality signals: fully independent Compensation Committee, use of independent consultant (Semler Brossy), prohibition on option repricing/discounted options, and clawback policies underscore discipline—beneficial for long-term investors .