Glenn J. Keeler
Tri Pointe HomesAbout Glenn J. Keeler
Glenn J. Keeler, age 48, is Tri Pointe Homes’ Chief Financial Officer and Chief Accounting Officer; he joined Tri Pointe in February 2013 and was appointed CFO on January 1, 2020. He previously served as Corporate Controller at STEC, Inc. (2011–2013) and Director of Finance/Controller at Lantronix, Inc. (2006–2011), after six years at Ernst & Young LLP; he is a Certified Public Accountant (inactive) in California and earned his B.A. from California State University Dominguez Hills . Company performance metrics used to determine NEO pay include adjusted revenue and adjusted pre-tax earnings, with 2024 adjusted revenue at approximately $4.4 billion and adjusted pre-tax earnings at approximately $676.3 million, yielding an annual cash incentive payout of 181.8% of target for Keeler; 2024 GAAP net income was $457.97 million and the 5-year cumulative TSR implied $232.73 value from a $100 initial investment vs. peer group $263.76 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tri Pointe Homes | CFO & Chief Accounting Officer | 2020–present (joined 2013) | Led finance through strong earnings focus; compensation tied to revenue and pre-tax earnings performance |
| STEC, Inc. | Corporate Controller | 2011–2013 | Public company FP&A and reporting leadership |
| Lantronix, Inc. | Director of Finance & Controller | 2006–2011 | Public company finance and controls |
| Ernst & Young LLP | Assurance (Real Estate/Tech/Manufacturing) | 6 years | Public company audit and technical accounting foundation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in proxy | — | — | No outside directorships disclosed for Keeler in the 2025 proxy |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 700,000 | 700,000 | 750,000 |
| All Other Compensation ($) | 11,974 | 12,650 | 14,350 |
| Perquisites Detail | DC plan; physical (amounts not itemized) | DC plan; physical (amounts not itemized) | DC plan $10,350; executive physical $4,000 |
| Total Fixed ($) | 711,974 | 712,650 | 764,350 |
Performance Compensation
| Element | Design | 2024 Target | 2024 Actual | Payout |
|---|---|---|---|---|
| Annual Cash Incentive | 50% adjusted revenue; 50% adjusted pre-tax earnings; payout 0–200% of target via straight-line interpolation | $1,200,000 (160% of salary) | Adjusted revenue ≈ $4.4B (166.0% of objective); adjusted pre-tax earnings ≈ $676.3M (200.0% of objective) | 181.8% of target; $2,181,182 |
| 2024 Time-based RSUs | Vests one-third per year starting 1st anniversary of grant | 24,640 units (grant 2/21/2024) | Ongoing vesting | Grant-date FV $874,966 |
| 2024 Performance-based RSUs | 50% revenue; 50% pre-tax earnings; payout 0–200% target; subject to stockholder return considerations | Target 24,640 units (grant 2/21/2024) | Performance period multi-year; payout contingent | Grant-date FV $874,931 |
| 2022 Performance-based RSUs (vested in 2025) | 50% cumulative revenue; 50% cumulative pre-tax earnings; TSR modifier by quartile | Target per 2022 grant | Adjusted cumulative revenue $12.4B (53.0% vest on revenue side); adjusted cumulative pre-tax earnings $2.0B (117.6% vest on PTE side); TSR ~43rd percentile (no modifier) | Shares issued to Keeler: 24,375 |
2025 forward LTI grants for alignment and retention:
- 28,326 performance-based RSUs (target) and 28,326 time-based RSUs; performance period Jan 1, 2025–Dec 31, 2027; payout 0–200% of target based on revenue and pre-tax earnings; time-based RSUs vest one-third annually .
- 2025 total target comp: base $750,000; target annual incentive $1,200,000; target LTI $1,750,000; total $3,700,000 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 98,357 shares; <1% of outstanding (91,731,159 shares outstanding as of Feb 25, 2025) |
| Stock Ownership Guideline | CFO required to hold 3x base salary; 5 years to comply; unexercised options not counted; must retain 60% of net shares until compliant; as of Feb 25, 2025 all directors/officers either met or were within transition period |
| Hedging/Pledging | Hedging prohibited without pre-clearance; double-trigger vesting for equity awards assumed in change-in-control; no pledging policy disclosure in proxy |
| 2024 Stock Vested | 77,100 shares vested; value realized $2,766,917 |
Outstanding equity awards (as of Dec 31, 2024):
| Category | Shares (#) | Market Value ($) |
|---|---|---|
| Time/Service-based RSUs (series (2)) | 9,525 | 345,377 |
| Performance-based RSUs (series (3)) | 24,375 | 883,838 |
| RSUs (series (4)) | 17,234 | 624,905 |
| Unearned performance RSUs (series (5)) | 51,700 | 1,874,642 |
| Time-based RSUs (series (6)) | 23,258 | 843,335 |
| Time-based RSUs (series (7)) | 24,640 | 893,446 |
| Unearned performance RSUs (series (8)) | 24,640 | 893,446 |
Employment Terms
| Term | Provision |
|---|---|
| Severance Agreement | 2019 Severance Agreement (auto-renews annually; if change-in-control occurs, term extends ≥24 months beyond month of CoC) |
| Covered Termination (no CoC) | Cash severance equal to base salary + greater of (average last two annual cash bonuses) or (target annual bonus) + prorated bonus based on actual achievement; up to 24 months Company-paid COBRA for health, life, disability premiums |
| Change-in-Control (double trigger) | Upon covered termination in connection with change-in-control: 2x base salary + greater of (average last two bonuses) or (target bonus) |
| Equity Treatment in CoC | For awards assumed by buyer, vesting only on double trigger (involuntary termination without cause or voluntary for good reason) |
| Clawback | Incentive compensation recoupment policy in event of accounting restatement |
| Start Date/Tenure | Joined Tri Pointe Feb 2013; CFO since Jan 1, 2020 |
Compensation Structure Analysis
- Pay mix and targets: Keeler’s 2024 target bonus increased to 160% of salary from 130% in 2023, aligning incentives more tightly to earnings alongside revenue, with 2024 payout at 181.8% after exceeding both objectives .
- Equity emphasis: 2024 LTI split 50% performance RSUs and 50% time-based RSUs for Keeler, with multi-year performance periods and up to 200% payout; 2025 grants maintain the same mix and add explicit performance period through 2027 .
- Shareholder feedback: Say-on-pay approval was 73% in 2024, below prior years, largely due to one-time time-based RSU grants in Dec 2023—an investor watchpoint for pay design rigor .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($mm) | 282.21 | 469.27 | 582.41 | 349.20 | 457.97 |
| Adjusted Pre-Tax Earnings ($mm) | 373.38 | 700.91 | 817.30 | 529.02 | 676.28 |
| $100 TSR Value (Company) | 110.72 | 179.01 | 119.32 | 227.21 | 232.73 |
| $100 TSR Value (Peer) | 123.63 | 188.07 | 146.86 | 264.36 | 263.76 |
Notable execution during Keeler’s tenure:
- 2024 annual incentives calibrated to business plan ($4.0B revenue; ~$499.6M pre-tax earnings); actual performance exceeded both targets, driving above-target cash payouts .
- 2022 pRSUs certified in Feb 2025: revenue achieved at 85.9% of target (53.0% vest) and pre-tax earnings at 103.5% (117.6% vest), TSR second quartile (no modifier); Keeler received 24,375 shares .
Compensation Peer Group (Benchmarking)
- Peer group includes Beazer Homes USA, Hovnanian Enterprises, KB Home, M.D.C. Holdings, M/I Homes, M.D.C. (removed post acquisition by Sekisui House), Meritage Homes, NVR, PulteGroup, Taylor Morrison, Toll Brothers, Century Communities, LGI Homes; D.R. Horton and Lennar used only for TSR modifiers due to size .
- Pay positioning: CEO/President targeted at ~65th percentile; no explicit pay positioning strategy for CFO .
Equity Ownership & Alignment Details
| Guideline | Requirement | Compliance |
|---|---|---|
| CFO ownership | 3x base salary; 5-year window; 60% net shares retention until compliant | As of Feb 25, 2025, all directors/officers either met or were in transition period |
Related Party Transactions, Legal, and Red Flags
- Hedging prohibited; clawback policy in place .
- No pledging disclosures found; no tax gross-up disclosures; no related-party transactions involving Keeler disclosed in the 2025 proxy .
- Double-trigger equity vesting in CoC for assumed awards reduces windfall risk .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 73%, notably lower than prior years, attributed to one-time time-based RSU grants in December 2023; Compensation Committee updated benchmarking and continued engagement .
Investment Implications
- Alignment: Keeler’s incentives are tightly geared to revenue and pre-tax earnings with significant equity at risk, including large unearned performance RSU tranches—supporting alignment with profitability and top-line execution .
- Retention: Material unvested RSUs (time-based and performance-based) and ongoing multi-year performance periods (2025–2027) point to strong retention hooks; severance provides meaningful protection, particularly 2x cash components in CoC scenarios (double trigger), reducing departure risk absent a transaction .
- Trading signals: Above-target 2024 incentive payouts (181.8%) and certification of 2022 pRSUs suggest momentum in pre-tax earnings execution; watch potential selling/flow from substantial 2024 vesting (77,100 shares) and ongoing annual time-based vesting streams that can add supply near vest dates .
- Governance watchpoints: 2024’s lower say-on-pay (73%) following one-time RSU actions is an investor sensitivity—monitor 2025 pay program discipline and TSR relative to peers (company lagged peer TSR over 5 years) for potential shareholder pressure on pay structures .