Douglas F. Bauer
Tri Pointe HomesAbout Douglas F. Bauer
Douglas F. Bauer, 63, is Chief Executive Officer and Director of Tri Pointe Homes, Inc. (TPH), serving in both roles since January 30, 2013; he previously co‑founded TRI Pointe Homes, LLC in 2009 and spent 20 years at William Lyon Homes (roles included CFO and President/COO) and seven years at Security Pacific National Bank. He holds a B.A. from the University of Oregon and an M.B.A. from the University of Southern California . Under his leadership, TPH’s 2024 adjusted revenue was ~$4.42B and adjusted pre‑tax earnings were ~$676.3M, with 2024 annual incentive certification reflecting 166% of plan on revenue and 200% on pre‑tax earnings, driving a 181.8% payout for executives . TPH’s cumulative TSR proxy metric shows a value of $232.73 for a $100 initial investment as of 2024 (vs. $179.01 in 2021), while net income was $458.0M and adjusted pre‑tax earnings $676.3M in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tri Pointe Homes, Inc. | Chief Executive Officer; Director | 2013–present | Co-founder leadership; extensive real estate finance, development and homebuilding experience; guides strategy and operations . |
| TRI Pointe Homes, LLC | Board of Managers | pre‑2013 | Governance for pre‑IPO entity; transition to public corporation . |
| William Lyon Homes | President & Chief Operating Officer; CFO; President Northern CA Division | 1989–2009 | Senior leadership across operations and finance at a major homebuilder; public markets experience until 2006 take‑private . |
| Security Pacific National Bank | Various financial positions | ~1982–1989 | Banking and finance foundation supporting later real estate leadership . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Building Talent Foundation (non‑profit) | Director | n/a | Workforce development for construction trades; industry advocacy . |
| Leading Builders of America | Participant | n/a | Legislative engagement for homebuilding industry . |
| California Building Industry Association; HomeAid Orange County | Community/legislative involvement | n/a | Policy and community programs in housing/shelter . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 960,000 | 960,000 | 1,000,000 (4% increase) . |
| Total Reported Compensation ($) | 7,615,068 | 13,457,143 | 11,584,148 |
Notes: 2024 total includes $5,999,929 stock awards and $4,544,129 non‑equity incentive plan compensation; perquisites (club dues, 401k, insurance, executive physical) totaled $40,090 .
Performance Compensation
Annual Cash Incentive – 2024 Design and Outcome (CEO)
| Component | Weight | Target | Actual (Adjusted) | Result vs Plan | Payout Factor |
|---|---|---|---|---|---|
| Revenue | 50% | ~$4.0B | $4,417.5M | 166.0% | 200% slope to max; contributes to blended 181.8% |
| Pre‑Tax Earnings | 50% | ~$499.6M | $676.3M | 200.0% | 200% at ≥130% plan; contributes to blended 181.8% |
| CEO Target Opportunity | — | 250% of salary ($2.5M) | — | — | — |
| CEO Actual Payout | — | — | — | — | $4,544,129 (181.8% of target) |
Plan curves: Revenue pays 0/50/100/200% at <75%/75%/100%/125% of plan; Pre‑tax earnings pays 0/50/100/200% at <70%/70%/100%/130% of plan; straight‑line between points .
Long‑Term Incentives – Structure and Grants
| Program | Grant Date | Instrument | Metric/Terms | Target Shares (Bauer) | Vesting |
|---|---|---|---|---|---|
| 2024 LTI | 2/21/2024 | Performance‑based RSUs (60% at target value) | 50% cumulative revenue; 50% cumulative pre‑tax earnings; 0–200% vesting; performance period 1/1/2024–12/31/2026 | 101,379 | Cliff 12/31/2026 per performance; CIC provisions apply –. |
| 2024 LTI | 2/21/2024 | Time‑based RSUs (40%) | Service‑based | n/a | 1/3 on each of 2/21/2025, 2/21/2026, 2/22/2027 . |
| 2025 LTI | 2/2025 | Performance‑based RSUs (60% at target) | Same metrics/structure as 2024; performance 1/1/2025–12/31/2027 | 116,542 | Cliff per performance; CIC provisions parallel prior awards . |
| 2025 LTI | 2/2025 | Time‑based RSUs (40%) | Service‑based | n/a | 1/3 annually starting ~1st anniversary . |
Historical PSU certification: 2022 PSUs (revenue and pre‑tax earnings, with relative TSR modifier) vested at 53.0% (revenue tranche) and 117.6% (pre‑tax earnings tranche); relative TSR ~43rd percentile (no modifier), resulting in 85,312 shares issued to Bauer in early 2025 after certification .
Performance Metric Governance
- Adjustments: Revenue and pre‑tax earnings exclude specified unusual or non‑recurring items; earnings also exclude consolidated annual bonus, land charges/impairments, debt refinancing/extinguishment, non‑controlling interests; revenue excludes certain land sales and accounting changes .
- Relative TSR used as a modifier for 2022 PSUs (peers included major homebuilders) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 851,676 shares (<1%); includes 350,611 held in trust for Bauer and his immediate family; 501,065 with sole voting/dispositive power; 350,611 shared . |
| Outstanding Unvested Equity (12/31/2024, selected) | Time‑based RSUs: 22,224 (2/22/2022 grant), 40,212 (2/22/2023 grant), 104,196 (12/26/2023 grant), 67,586 (2/21/2024 grant); Performance‑based RSUs: 101,379 at target (2/21/2024 grant); 2023 PSU award vests, if at all, on 12/31/2025 per performance conditions . |
| Ownership Guidelines | CEO must hold 5x base salary; directors 5x annual cash retainer; compliance required within 5 years; as of 2/25/2025, all covered individuals met the minimums or were within the transition period and in compliance . |
| Hedging/Pledging | Hedging by directors/officers/employees is prohibited absent pre‑clearance; clawback policy covering incentive compensation adopted July 19, 2023 per SEC/NYSE rules (3‑year lookback on restatements) . |
| Insider Selling Pressure – Upcoming Vesting Cadence | Annual tranche vesting on time‑based RSUs through 2026/2027 (2/21 grants) and 2025/2026 (12/26/2023 grant); PSU cliffs on 12/31/2025 (2023 grant) and 12/31/2026 (2024 grant), subject to performance; 2022 PSU shares delivered in early 2025 after certification . |
No pledging disclosure was identified in the proxy; the company highlights hedging prohibitions and stock ownership guidelines (no pledging language found) .
Employment Terms
| Feature | Bauer – Key Terms |
|---|---|
| Agreement | Amended & Restated Employment Agreement (Aug 2024), initial 3‑year term; annually auto‑renews; extends ≥24 months if a change in control occurs during term . |
| Base Salary | $1,000,000; target annual bonus 250% of salary (subject to Board determinations) . |
| Severance (Non‑CIC) | If involuntary termination without cause or resignation for good reason: 2x (base salary + greater of 2‑year average bonus or current target bonus) + pro‑rata actual bonus; COBRA premiums up to 24 months; life/disability premium reimbursements up to 24 months . |
| Severance (CIC Double‑Trigger) | If termination without cause/for good reason within 3 months before to 24 months after CIC: 3x (base salary + greater of 2‑year average bonus or current target bonus) + pro‑rata actual bonus; COBRA/life/disability benefits as above . |
| Double‑Trigger Equity | Equity awards vest per award terms upon qualifying double‑trigger after CIC; time‑based RSUs accelerate if not assumed; PSUs settle based on target or “change‑in‑control units” tied to actual performance through last full fiscal quarter pre‑closing, depending on timing and assumption –. |
| Restrictive Covenants | Non‑compete and non‑solicit during employment and for one year post‑termination (non‑compete not enforced in California or other jurisdictions prohibiting such covenants) . |
| Illustrative CIC Payable (as of 12/31/2024) | Estimated total if CIC + qualifying termination: $41.63M (includes $17.07M cash severance, ~$24.51M equity value, ~$51k benefits) . |
Board Governance and Roles
- Board service and independence: Bauer has been a director since 2013; the board has an independent Chairman (Steven J. Gilbert) and five of six directors are independent under NYSE rules; independent directors hold regular executive sessions .
- Leadership structure: Separate CEO and independent Chairman; board determined this structure best supports oversight and management effectiveness .
- Committees: Audit, Compensation, and Nominating/Governance committees comprise only independent directors; Bauer is not a member. He chairs the internal Equity Award Committee (delegated to approve non‑Section 16 employee equity awards), a dual role consideration to monitor for pay governance .
- Meetings: Board met four times in 2024; each director attended ≥75% of board/committee meetings; all attended the 2024 annual meeting .
Company Performance Context (select)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Home Sales Revenue ($000s) | 4,291,563 | 3,654,035 | 4,386,447 |
| Adjusted Revenue ($000s) | — | — | 4,417,466 |
| Income Before Income Taxes ($000s) | 773,212 | 467,359 | 616,870 |
| Adjusted Pre‑Tax Earnings ($000s) | — | — | 676,277 |
| TSR – Value of $100 | 119.32 (2022) | 227.21 (2023) | 232.73 (2024) |
Say‑on‑Pay & Shareholder Feedback
| Year | Approval % |
|---|---|
| 2022 | 93% |
| 2023 | 94% |
| 2024 | 73% (lower support driven primarily by one‑time Dec‑2023 time‑based RSU grants) . |
Company response: Extensive investor outreach; board/committee characterized 2023 RSUs as one‑time and indicated no intent to repeat; reviewed metrics; will continue to consider investor feedback in program design .
Compensation Structure Observations
- Mix: Elevated at‑risk pay with significant performance‑based equity; CEO 2024 target annual cash incentive increased to 250% of salary; LTI mix for CEO 60% PSUs / 40% RSUs .
- Metrics: Short‑term (annual) weighted 50/50 to revenue and pre‑tax earnings for 2024 vs. 75/25 in 2023; Long‑term PSUs tied to cumulative revenue and cumulative pre‑tax earnings (with TSR modifier used in 2022 awards) .
- Governance: Independent comp consultant (Semler Brossy; transitioned to Exequity in 2024/2025); explicit equity grant timing policy; clawback policy aligned to SEC/NYSE; prohibition on hedging; double‑trigger vesting on assumed awards .
- Peer group and pay positioning: Homebuilder peer set; CEO/President target total compensation positioned at ~65th percentile of market (top two paid executives among peers) reflecting shared leadership responsibilities and tenure .
Compensation Peer Group (2024 benchmarking)
Beazer Homes USA; Hovnanian Enterprises; KB Home; M.D.C. Holdings (removed post‑acquisition in 2024); Toll Brothers; M/I Homes; NVR; PulteGroup; Taylor Morrison; Century Communities; LGI Homes; Meritage Homes. D.R. Horton and Lennar used for relative TSR but excluded from pay benchmarking due to size .
Related Party Transactions, Conflicts, and Red Flags
- Related Party Policy: Related person transactions require approval by independent directors; Senior Officers require Audit Committee pre‑approval for conflict‑creating activities .
- Clawback and Hedging: Robust clawback and prohibitions on hedging; no tax gross‑ups for CIC benefits; no option repricing without shareholder approval .
- Pledging: No pledging disclosure identified in the proxy .
- Committee interlocks: None disclosed .
- Legal proceedings/investigations: None disclosed in the proxy sections reviewed.
Board Service Details and Director Compensation Notes
- Board tenure: Director since 2013 .
- Independence: Bauer is the sole non‑independent director; Chair and all committees are independent .
- Director pay: Employee directors (including Bauer) receive no additional director compensation .
Expertise & Qualifications
- Deep C‑suite experience in homebuilding/real estate finance and operations; prior CFO and COO roles; MBA (USC) and banking background; industry leadership via LBA and community/non‑profit boards .
- Finance and capital markets familiarity through prior public company leadership at William Lyon Homes .
Compensation Committee Analysis & Process
- Independent advisor: Semler Brossy for 2024; Exequity engaged prospectively in 2025; consultant reports to Compensation Committee and provides peer and design input .
- CEO role in pay decisions: Provides recommendations for non‑PEO executives; not involved in determinations of his own pay; committee retains full authority .
- Stock ownership guidelines: Robust multiples and retention requirements until compliant .
Investment Implications
- Strong pay‑for‑performance alignment with hard financial metrics: 2024 over‑achievement on revenue and pre‑tax earnings drove 181.8% annual incentive payout; PSUs tied to multi‑year revenue and pre‑tax earnings anchor long‑term value creation, with double‑trigger CIC handling limiting windfalls –.
- Upcoming equity settlements could create periodic supply: Annual RSU tranche vesting through 2026/2027 and PSU cliffs in 2025 and 2026 suggest episodic liquidity events; however, ownership guidelines (5x salary) and hedging prohibitions support alignment and mitigate near‑term selling incentives .
- Retention risk contained by market‑competitive cash/equity mix and protective employment terms (2x cash severance non‑CIC; 3x CIC double‑trigger), though the potential CIC payout quantum ($41.6M estimate for Bauer) warrants investor monitoring in M&A contexts .
- Governance mitigants for dual roles: Independent Chair and fully independent key committees offset CEO‑as‑director and CEO‑led Equity Award Committee for non‑Section 16 personnel; say‑on‑pay dip to 73% in 2024 appears tied to a singular 2023 action that the board disavows repeating after investor outreach .
Citations: All facts and figures are sourced from TPH’s 2025 DEF 14A (filed March 7, 2025) as cited inline: [1:x].