Lawrence B. Burrows
Tri Pointe HomesAbout Lawrence B. Burrows
Lawrence B. Burrows, 72, is an independent director of Tri Pointe Homes (TPH) and has served on the Board since July 7, 2014. He is a former Weyerhaeuser executive: Senior Vice President of Wood Products (2010–2013), CEO of Weyerhaeuser Real Estate Company (WRECO) (2008–2010), and President of Winchester Homes (2003–2008). He holds a B.A. (Rutgers), a Master’s in City Planning (University of Pennsylvania), and completed Wharton’s Advanced Management Program; the Board designates him an Audit Committee “financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Weyerhaeuser Company | Senior Vice President, Wood Products | 2010–2013 | Executive leadership in wood products operations |
| Weyerhaeuser Real Estate Company (WRECO) | President & CEO | 2008–2010 | Led real estate operations; sector expertise |
| Winchester Homes (WRECO subsidiary) | President | 2003–2008 | Homebuilding operator; market/pricing experience |
| Various (real estate consulting/development) | Consultant/Developer | Pre‑Weyerhaeuser | Development and planning experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Community Foundation of Anne Arundel County | Trustee; Executive Committee Member; Secretary; Chair of Governance Committee | Current (as disclosed) | Non‑profit governance leadership |
| Rutgers University, Edward J. Bloustein School | Emeritus, Dean’s Advisory Board | Current (as disclosed) | Urban policy advisory |
| Historic Annapolis | Board of Trustees | Current (as disclosed) | Preservation non‑profit board role |
| Conner Industries (private) | Director; Audit Committee Chair | Prior | Private industrial wood/packaging; audit oversight |
| Habitat for Humanity (Seattle/King County); HomeAid Northern Virginia | Board roles | Prior | Community housing initiatives |
Board Governance
- Independence: The Board determined Mr. Burrows is independent under NYSE standards; five of six directors are independent (CEO excluded).
- Committee assignments: Burrows chairs Audit; member of Nominating & Corporate Governance; also serves on Executive Land Committee (reviews $50–100M land acquisitions/dispositions).
- Financial expertise and literacy: Board designates Burrows an Audit Committee “financial expert”; all Audit members financially literate.
- Meeting cadence and attendance: Board met 4 times in FY2024; each director attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting.
- Audit Committee activity: Audit Committee met 4 times in FY2024 and submitted its report recommending inclusion of audited financials in the Form 10‑K.
- Board leadership: Independent Chairman (Steven Gilbert) presides over regular executive sessions of non‑management directors.
Committee Memberships
| Director | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Lawrence B. Burrows | X (Chair) | X | |
| Steven J. Gilbert | X | X (Chair) | |
| R. Kent Grahl | X | X | |
| Vicki D. McWilliams | X | X | |
| Constance B. Moore | X | X (Chair) |
Fixed Compensation
- Program structure (non‑employee directors, FY2024):
- Annual cash retainer: $80,000
- Audit Chair: +$30,000; Audit member: +$16,000
- Compensation Chair: +$25,000; Compensation member: +$10,000
- Nominating Chair: +$20,000; Nominating member: +$10,000
- Chairman of the Board: +$75,000 (not applicable to Burrows)
- Burrows’ actual FY2024 cash fees align with Audit Chair (+$30k) and Nominating member (+$10k): total $120,000.
Non‑Employee Director Compensation – Burrows
| Year | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 118,750 | 164,989 | 283,739 |
| 2024 | 120,000 | 164,985 | 284,985 |
Cash Retainer Components (FY2024)
| Component | Amount ($) |
|---|---|
| Base director retainer | 80,000 |
| Audit Committee Chair | 30,000 |
| Nominating & Corporate Governance member | 10,000 |
| Total Cash (Burrows) | 120,000 |
Performance Compensation
- Equity structure: Annual restricted stock award target $165,000 (grant date fair value; closing price basis); awards reported as RSUs in director compensation table.
- Vesting/units: Beneficial ownership footnote shows 4,367 RSUs vesting on or within 60 days of Feb 25, 2025 included for each director (indicative of near‑term vesting cadence).
Director Equity Grants – Burrows
| Year | Award Type | Grant Date | Grant Date Fair Value ($) | Units | Vesting |
|---|---|---|---|---|---|
| 2023 | RSUs | Not disclosed | 164,989 | Not disclosed | Not disclosed |
| 2024 | RSUs | Not disclosed | 164,985 | Not disclosed | Not disclosed |
| 2025 (vesting within 60 days of 2/25/2025) | RSUs | N/A | N/A | 4,367 | Vest on/within 60 days of 2/25/2025 |
Governance features for alignment: No hedging of company stock for directors/officers/employees (pre‑clearance exception); clawback policy adopted July 19, 2023 for incentive compensation upon restatements; stock ownership guidelines for directors (5x annual cash retainer).
Other Directorships & Interlocks
| Category | Company/Organization | Role | Notes |
|---|---|---|---|
| Current public boards | None disclosed in TPH proxy for Burrows | — | Reduces public interlock risk |
| Prior public/private boards | Conner Industries (private) | Director; Audit Chair | Private company; audit oversight experience |
| Non‑profit/academic | Community Foundation of Anne Arundel County | Trustee; Governance Chair | Governance leadership |
| Non‑profit/academic | Rutgers EJB School Advisory | Emeritus | Policy advisory |
| Non‑profit | Historic Annapolis | Trustee | Civic role |
Expertise & Qualifications
- Real estate development/homebuilding executive experience (Weyerhaeuser/WRECO/Winchester Homes).
- Board‑designated Audit Committee “financial expert”; financially literate.
- Education: B.A. (Rutgers), Master’s in City Planning (UPenn), Wharton AMP; author of Growth Management (Rutgers CUPR).
- Executive land transactions oversight (Executive Land Committee) – exposure to large capital allocation decisions ($50–$100M).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Lawrence B. Burrows | 88,058 | <1% | Includes 4,367 RSUs vesting within 60 days of 2/25/2025 |
Ownership Guidelines
| Position | Guideline | Compliance Status |
|---|---|---|
| Director | 5x annual cash retainer | As of 2/25/2025, each director met or was within transition period, in compliance |
- Hedging/Pledging: Hedging prohibited; no pledging disclosure found in proxy (no explicit pledging policy stated).
Governance Assessment
- Board effectiveness and oversight: Burrows chairs a fully independent Audit Committee, is designated a “financial expert,” and the committee met quarterly, recommended inclusion of audited financials, and oversees financial reporting, controls, auditor independence, and cybersecurity reviews—positive for investor confidence.
- Independence and engagement: Independent director with ≥75% meeting attendance and participation in executive sessions; independent Chairman presides—strong governance structure.
- Compensation alignment: Director pay is a balanced mix of cash fees tied to committee responsibilities (Audit Chair +$30k; Nominating member +$10k) and time‑based RSUs (~$165k), consistent YoY (2023–2024), with robust stock ownership guidelines (5x retainer) and compliance—alignment positive; no options or performance‑conditioned equity for directors disclosed.
- Conflicts/related‑party exposure: Proxy outlines strict related party approval processes; no material related‑party transactions involving directors disclosed since the beginning of the last fiscal year beyond standard indemnification—low conflict signal.
- Risk indicators: Hedging prohibited; clawback policy adopted in 2023; say‑on‑pay support at 73% in 2023 indicates some shareholder scrutiny of executive pay, but not directly tied to director pay—monitor engagement.
RED FLAGS
- Pledging policy not explicitly disclosed for directors; absence of explicit prohibition on pledging noted (hedging is prohibited)—monitor for Form 4/ownership disclosures.
- Say‑on‑pay approval at 73% in 2023 suggests investor concerns on executive compensation, which the Compensation Committee addressed via outreach—watch future vote trends.