Constance B. Moore
Tri Pointe HomesAbout Constance B. Moore
Constance B. Moore (age 69) has served as an independent director of Tri Pointe Homes (TPH) since July 7, 2014, bringing 40+ years of real estate leadership, including prior CEO roles and extensive board service . She holds an MBA from UC Berkeley (Haas) and a bachelor’s from San Jose State; she has chaired NAREIT and serves in real estate policy and industry leadership bodies at UC Berkeley and the Urban Land Institute . She is currently Interim President & CEO and director at Healthcare Realty Trust (HR) and a director at Civeo Corporation (CVEO), alongside past board service at Columbia Property Trust (chair) and BRE Properties (CEO/COO) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BRE Properties (NYSE: BRE) | President & CEO; President & COO; EVP & COO; Director | CEO Jan 2005–Apr 2014; COO Jan–Dec 2004; EVP & COO Sep 2002–Dec 2003; Director Sep 2002–Apr 2014 | Led public REIT operations; executive leadership through industry cycles |
| Security Capital Group & Affiliates | Managing Director; executive roles incl. Archstone Communities Trust co-chair & COO | 1993–2002 | Institutional real estate platform leadership |
| NAREIT | Chair | 2009 | Industry advocacy and governance oversight |
External Roles
| Company | Role | Start | Notes |
|---|---|---|---|
| Healthcare Realty Trust (NYSE: HR) | Director; Interim President & CEO | Director Mar 2022; Interim CEO Nov 2024 | Active executive role may affect time commitments |
| Civeo Corporation (NYSE: CVEO) | Director | Jun 2014 | Workforce accommodations; no direct TPH customer/supplier ties disclosed |
| Columbia Property Trust (NYSE: CXP) | Director; Board Chair | Nov 2017–Dec 2021 | Company acquired Dec 2021; chaired from Dec 2020 |
| Strive Communities (private) | Director | Jan 2019–Apr 2021 | Private company; not a TPH related party disclosed |
Board Governance
| Category | Details |
|---|---|
| Independence | Board determined Moore is independent under NYSE standards . |
| Committees | Audit Committee member (designated “financial expert”); Compensation Committee Chair; not on Nominating . |
| Attendance | Board held 4 meetings in FY2024; each member attended ≥75% of board and committee meetings; all directors attended 2024 annual meeting . |
| Executive sessions | Regular executive sessions of independent directors; separate Chair/CEO roles . |
Fixed Compensation
| Component | Amount | Evidence |
|---|---|---|
| Annual cash retainer (non-employee directors) | $80,000 | Program terms |
| Committee chair/member retainers (Audit; Compensation; Nominating) | Audit Chair $30,000; Audit member $16,000; Compensation Chair $25,000; Compensation member $10,000; Nominating Chair $20,000; Nominating member $10,000 | Program terms |
| Chairman of the Board retainer (not applicable to Moore) | $75,000 | Program terms |
| Equity grant (annual director RSU) | $165,000 grant date value | Program terms |
| Moore’s FY2024 cash fees | $121,000 | Reported fees (base $80k + Comp Chair $25k + Audit member $16k) |
| Moore’s FY2024 stock award (RSU) | $164,985 | Reported grant-date fair value |
| Moore’s FY2024 total director compensation | $285,985 | Reported total |
Performance Compensation
As Compensation Committee Chair, Moore oversaw TPH’s pay-for-performance design for executives; annual incentives were tied 50% to revenue and 50% to pre-tax earnings for FY2024, with defined thresholds and maximums. Actual FY2024 results produced an 181.8% of target payout.
| Metric | Threshold | Target | Maximum | Actual FY2024 Result | Payout Outcome |
|---|---|---|---|---|---|
| Adjusted Revenue | 75% of plan | 100% of ~$4.0B plan | 125% of plan | ~$4.42B (166.0% of objective) | Combined payout 181.8% of target (with PTE metric) |
| Adjusted Pre-tax Earnings | 70% of plan | 100% of ~$499.6M plan | 130% of plan | ~$676.3M (200.0% of objective) | Combined payout 181.8% of target |
Committee process and consultants:
- Compensation Committee met 3 times in FY2024; engaged Semler Brossy and transitioned to Exequity in Feb 2024; consultants reported to the Committee and provided peer benchmarking .
- Compensation Committee Report signed by Moore as Chair confirms CD&A review and recommendation to include in the proxy .
Other Directorships & Interlocks
| Company | Overlap with TPH stakeholders | Potential Conflict |
|---|---|---|
| Healthcare Realty Trust (HR) | Healthcare REIT; no TPH customer/supplier linkage disclosed | Time commitment risk as Interim CEO; independence unaffected under NYSE disclosed standards |
| Civeo (CVEO) | Accommodations for resources sector; no TPH linkage disclosed | None disclosed under Item 404; independence maintained |
| Columbia Property Trust (CXP) | Office REIT; prior role ended Dec 2021 | None current; prior role not a disclosed related-party transaction |
Expertise & Qualifications
- Audit Committee “financial expert” designation; financially literate under NYSE rules .
- 40+ years in real estate; prior CEO of BRE; MD at Security Capital; executive roles at Archstone .
- MBA (UC Berkeley Haas); bachelor’s (San Jose State); leadership at NAREIT, UC Berkeley Fisher Center, and ULI .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | RSUs Vesting ≤60 Days |
|---|---|---|---|
| Constance B. Moore | 70,810 | <1% | 4,367 |
| Evidence: beneficial ownership table and footnotes . Percent calculated per company methodology; RSUs vesting within 60 days included as noted . |
Stock ownership alignment and policies:
- Director stock ownership guideline: 5x annual cash retainer; compliance requirement with retention of shares until met; as of Feb 25, 2025, all directors/officers met or were compliant within the transition period .
- No hedging of company stock permitted absent pre-clearance; clawback policy adopted July 19, 2023 per SEC and NYSE rules .
Governance Assessment
- Committee leadership and financial expertise: Moore chairs the Compensation Committee and is designated an Audit Committee financial expert, supporting board effectiveness in pay design and financial oversight .
- Independence and attendance: Board determined Moore is independent; Board/committee attendance met ≥75% thresholds; directors attended the 2024 annual meeting, indicating engagement .
- Director pay mix and alignment: Moore’s FY2024 compensation was ~58% equity ($164,985) vs ~42% cash ($121,000), consistent with alignment practices; director RSUs and 5x retainer ownership guideline strengthen skin-in-the-game .
- Shareholder feedback on executive pay: Say-on-pay approval fell to 73% in 2024; under Moore’s chairship, the board conducted outreach and committed that the December 2023 one-time RSU grants were exceptional and not to be repeated, maintaining pay-for-performance rigor .
- Conflicts/related-party exposure: No Item 404 related-party transactions involving Moore disclosed; company requires advance approval of related-person transactions and has conflict-of-interest controls .
- RED FLAGS: Time commitment risk due to concurrent Interim CEO role at Healthcare Realty Trust since Nov 2024; monitor future attendance and engagement, though independence remains intact and attendance met standards in 2024 .