David C. Lee
Tri Pointe HomesAbout David C. Lee
David C. Lee, age 53, is General Counsel and Secretary of Tri Pointe Homes; he has served in this role since January 2018 and holds a B.A. from UC Riverside, an MBA from Loyola Marymount University, and a law degree from Loyola Law School, Los Angeles . His compensation is tied to pay-for-performance metrics emphasizing adjusted revenue, adjusted pre-tax earnings, and relative TSR; in 2024 the company achieved adjusted revenue of $4.417B and adjusted pre-tax earnings of $676.277M, and the 2022 PSU cycle paid based on relative TSR around the 43rd percentile (no modifier), indicating execution against core financial objectives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| K&L Gates LLP (Orange County & Los Angeles) | Partner | 2013–2018 | Capital markets, M&A, corporate and securities matters |
| Gibson, Dunn & Crutcher LLP | Corporate & securities lawyer | 2004–2013 | Corporate and securities advisory |
| U.S. SEC – Division of Corporation Finance | Special Counsel; Counsel to an SEC Commissioner | 1998–2004 | Policy and regulatory counsel on corporate disclosure |
External Roles
No public-company board or external directorships disclosed in the proxy biography .
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $550,000 | $550,000 | $550,000 (unchanged) |
| Target Annual Incentive (% of Salary) | 100% | 125% | 125% (unchanged) |
Performance Compensation
Annual Cash Incentive – 2024 Design and Outcomes
| Component | Weighting | Target | Actual/Adjusted Result | Achievement vs Plan | Payout Impact |
|---|---|---|---|---|---|
| Revenue | 50% | ~$4.0B | $4.417B adjusted | 166.0% | Contributes to 181.8% overall payout |
| Pre-Tax Earnings | 50% | ~$499.6M | $676.3M adjusted | 200.0% | Contributes to 181.8% overall payout |
| Payout Metric | 2024 Result |
|---|---|
| Actual Annual Incentive Paid ($) | $1,249,635 |
| % of Target Earned | 181.8% |
Design notes:
- Cash incentive weights equal at 50% revenue, 50% pre-tax earnings in 2024; both metrics defined with board-approved adjustments to fairly reflect performance .
- Metric weighting shifted from 75% revenue/25% pre-tax in 2023 to 50/50 in 2024 to rebalance earnings focus .
Long-Term Equity – RSU Structure and 2024 Grants
| Award Type | Metric | Weighting | Performance Period | Threshold | Target | Maximum | 2024 Grant (Units) |
|---|---|---|---|---|---|---|---|
| Performance-Based RSUs | Cumulative Revenue | 50% | 1/1/2024–12/31/2026 | 85% plan → 50% vest | 100% plan → 100% vest | 115% plan → 200% vest | 11,968 target units |
| Performance-Based RSUs | Cumulative Pre-Tax Earnings | 50% | 1/1/2024–12/31/2026 | 80% plan → 50% vest | 100% plan → 100% vest | 120% plan → 200% vest | 11,968 target units |
| Time-Based RSUs | Time-based | — | 3-year, 1/3 per year | — | — | — | 11,968 units; vest 1/3 on 2/21/2025, 2/21/2026, 2/22/2027 |
Prior cycle outcome:
- 2022 PSUs (Revenue & PTE with TSR modifier) vested as of 12/31/2024 at 53.0% (revenue) and 117.6% (pre-tax), TSR ~43rd percentile → no adjustment; Lee received 15,234 shares .
Equity Ownership & Alignment
| Ownership Metric | As of | Value |
|---|---|---|
| Total Beneficial Ownership (Shares) | 2/25/2025 | 72,149 |
| Ownership as % of Shares Outstanding | 2/25/2025 | <1% |
| Unvested Time-Based RSUs (selected lots) | 12/31/2024 | 3,721 (Dec 26, 2023 grant, vests 12/26/2025 & 12/26/2026) |
| Unvested Time-Based RSUs (2024 grant) | 12/31/2024 | 11,968 (vests 2/21/2025–2027, 1/3 annually) |
| Unearned Performance-Based RSUs (2024 grant, at target) | 12/31/2024 | 11,968 (performance period 2024–2026) |
| Hedging Policy | — | Hedging prohibited; short sales and derivatives not allowed (pre-clear exceptions) |
| Pledging | — | No pledging disclosure in proxy; no pledges disclosed for Lee |
| Stock Ownership Guidelines | — | Corporate VPs: 1x base salary; compliance or transition period confirmed for all covered officers as of 2/25/2025 |
Vesting calendar highlights:
- 2019–2024 RSU grants vest annually, often clustered around late Feb and late Dec; 2024 time-based grant vests on 2/21 in 2025–2027; 2023 time-based grant vests on 12/26 in 2025–2026, which can create periodic supply from net share withholding/sales .
Employment Terms
| Term | Provision |
|---|---|
| Severance (covered termination: involuntary without cause or voluntary for good reason) | Cash severance = 1× (base + greater of 2-year average bonus or current-year target); pro-rata current-year bonus based on actual; up to 24 months COBRA and life/disability premiums |
| Change-in-Control (with covered termination) | 2× (base + greater of 2-year average bonus or current-year target) per 2020 amendments; pro-rata current-year bonus; same benefits |
| Equity Treatment on Change-in-Control | Board discretion to accelerate; for awards assumed by buyer, vesting generally requires double trigger (CIC + qualifying termination) |
| Clawback | SEC/NYSE-compliant policy adopted July 19, 2023 to recoup incentive compensation after certain restatements |
| Non-Compete / Non-Solicit | Not specifically disclosed for Lee’s severance agreement; non-compete referenced in CEO/COO employment agreements (California carve-outs), not applicable to Lee |
Multi-Year Compensation Summary (Actual Reported)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $550,000 | $550,000 | $550,000 |
| Stock Awards ($) | $773,196 | $949,905 | $849,931 |
| Non-Equity Incentive ($) | $978,739 | $1,100,000 | $1,249,635 |
| All Other Compensation ($) | $12,150 | $12,650 | $14,350 |
| Total ($) | $2,314,085 | $2,612,555 | $2,663,916 |
Compensation Structure Analysis
- Target bonuses were increased in 2024 (Lee to 125% of salary) alongside a reweighting of annual metrics from 75/25 (revenue/PTE) in 2023 to 50/50 in 2024, emphasizing earnings quality while maintaining sales focus .
- 2024 incentive payout at 181.8% of target reflects outperformance vs plan on both adjusted revenue and adjusted pre-tax earnings .
- Long-term equity mix for Lee remains 50/50 PSUs/RSUs; performance conditions include rigorous revenue/PTE thresholds and caps, with a three-year horizon encouraging retention and alignment .
- Say-on-pay approval fell to 73% in 2024 due largely to a one-time December 2023 time-based RSU grant; the board committed not to repeat similar one-time grants and conducted outreach to top holders .
Compensation Peer Group (Benchmarking Context)
Peer group comprised major public homebuilders (e.g., KBH, PHM, TOL, TMHC, MTH, M/I Homes, LGIH, CCS, NVR, HOV; MDC removed post-acquisition), with DHI and LEN included for TSR modifiers but excluded for pay benchmarking due to scale differences; Lee’s pay assessed using homebuilder and broader market surveys .
Say-on-Pay & Shareholder Feedback
| Year | Approval % |
|---|---|
| 2022 | 93% |
| 2023 | 94% |
| 2024 | 73% (one-time RSU grant cited; outreach conducted; board response outlined) |
Risk Indicators & Red Flags
- Hedging prohibited for all insiders; clawback policy compliant with SEC/NYSE (reduces misaligned pay risk) .
- No disclosure of stock pledging or related-party transactions for Lee in proxy sections reviewed .
- Equity award timing policy avoids grants around MNPI; awards typically occur post-earnings, with standardized cadence .
Investment Implications
- Alignment: Lee’s pay is meaningfully variable, with high sensitivity to revenue and pre-tax earnings; 2024 above-target payout suggests operational execution, while three-year PSUs keep long-term incentives intact .
- Retention vs supply: Time-based RSUs vest annually in late Feb and late Dec across 2025–2027; expect periodic net share settlements or potential sales around vest dates, though hedging is barred and ownership guidelines reinforce retention .
- Governance backdrop: The 2024 say-on-pay dip introduces scrutiny; however, board commitments (no repeat one-time grants, balanced metrics, independent advisors) point to a stable forward framework, lowering future compensation controversy risk .
- Change-in-control economics: Double-trigger equity treatment and 2× CIC cash multiple (base+bonus) for Lee can be value-protective but may add exit-related costs; board discretion on acceleration matters in deal scenarios .