R. Kent Grahl
Tri Pointe HomesAbout R. Kent Grahl
R. Kent Grahl, age 62, has served as an independent director of Tri Pointe Homes, Inc. since September 27, 2021. He holds a B.S. in Finance/Economics from San Diego State University (1984) and an MBA from National University (1987). He is a designated “Audit Committee financial expert” by the Board and is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Resmark Equity Partners, LLC | Vice Chairman of the Board and President | 1999–2019 | Originated/underwrote/managed $3.4B in equity investments; delivered 27,000+ for-sale/for-rent homes and lots; advised Board on corporate initiatives and investment strategy |
| Bankers Trust (CalPERS-related residential program) | Lead Consultant | 1998–1999 | Advised on residential investment program |
| Prudential Home Building Investors | Senior Vice President | 1992–1998 | Responsible for investment originations and operations nationwide for CalPERS-related residential program and Prudential’s National Residential Fund |
| Home Capital Corporation (HomeFed Bank subsidiary) | Project Manager | 1986–1992 | Originated, underwrote and managed residential investments |
External Roles
| Organization | Role | Status |
|---|---|---|
| — | — | No other current public company directorships disclosed for Mr. Grahl |
Board Governance
| Item | Details |
|---|---|
| Independence | Independent under NYSE standards |
| Board & Committee Attendance | Board met 4 times in FY2024; each director attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting |
| Committees | Audit Committee (member); Compensation Committee (member); Executive Land Committee (member; reviews/approves land transactions >$50M and < $100M) |
| Committee Chairs | Audit Chair: Burrows; Compensation Chair: Moore; Nominating & Corporate Governance Chair: Gilbert |
| Financial Expertise | Board designated Mr. Grahl an “Audit Committee financial expert”; Audit Committee met 4 times in FY2024 |
| Executive Sessions | Regular executive sessions of non-management directors; Chairman presides |
Fixed Compensation (Director)
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual Cash Retainer (Non-employee directors) | $80,000 | Program for FY2024 |
| Committee Cash Retainers | Audit: Chair $30,000; Member $16,000. Compensation: Chair $25,000; Member $10,000. Nominating & Gov: Chair $20,000; Member $10,000 | FY2024 structure |
| Board Chair Additional Retainer | $75,000 | For Chairman of the Board |
| Travel/Expenses | Reimbursed reasonable out-of-pocket expenses for in-person Board/committee meetings | |
| Mr. Grahl – FY2024 Cash Paid | $106,000 | Aligns with $80k base + Audit member ($16k) + Compensation member ($10k) |
Performance Compensation (Director)
| Component | Metric(s) | Weight | Vesting/Design | Notes |
|---|---|---|---|---|
| Annual Equity Grant (Restricted Stock/RSUs) | None (not performance-based) | — | Restricted stock award valued at $165,000 (grant-date value basis) | Standard FY2024 director equity retainer; no performance metrics disclosed |
| Mr. Grahl – FY2024 Equity | $164,985 (grant-date fair value) | — | RSU/restricted stock award | Reported in Director Compensation table |
Clawback policy applies to incentive compensation of executive officers (not directors); directors are subject to stock ownership guidelines and hedging restrictions.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee Interlocks | No member of the Compensation Committee (including Mr. Grahl) was an officer/employee, and no member had relationships requiring disclosure under Item 404 during the past year |
| Other public boards | None disclosed for Mr. Grahl |
Expertise & Qualifications
- Real estate investment and homebuilding finance expertise (>$3.4B deployed; 27,000+ homes/lots across for-sale/for-rent)
- Audit Committee financial expert; financially literate under NYSE rules
- Project underwriting, risk-adjusted returns focus, and national residential investment program leadership
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Outstanding | Notable Details |
|---|---|---|---|
| R. Kent Grahl | 21,803 | <1% | Includes 4,367 RSUs that vest on or within 60 days of Feb 25, 2025 |
| Shares Outstanding (for % calc) | 91,731,159 | — | As of Feb 25, 2025 |
- Stock ownership guidelines: Directors must own 5x the annual cash retainer. As of Feb 25, 2025, each director/officer either met the requirement or, if within transition period, was in compliance.
- Hedging policy: Directors, officers, employees are prohibited from transactions that hedge the economic value of their equity interests unless pre-cleared by the General Counsel.
Related-Party/Conflicts Review
- Policy requires advance approval of any “Related Person Transaction” by a majority of disinterested/independent directors; conflicts must be disclosed to the Board Chair.
- Compensation Committee interlocks and insider participation disclosure indicates no relationships requiring Item 404 disclosure for Compensation Committee members (includes Mr. Grahl).
- No specific related-party transactions involving Mr. Grahl are disclosed.
Director Compensation Summary (FY2024)
| Name | Fees earned or paid in cash ($) | Stock awards ($) | Total ($) |
|---|---|---|---|
| R. Kent Grahl | 106,000 | 164,985 | 270,985 |
Engagement & Board Effectiveness Indicators
- Attendance: Board met 4x in FY2024; each director attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting.
- Independent oversight: Separate independent Chairman and CEO; committees comprised solely of independent directors.
- Risk oversight: Audit/Comp/Nominating & Gov committees each oversee relevant risk domains; Audit meets quarterly and holds separate executive sessions with management/internal audit/external auditor.
Say-on-Pay & Shareholder Feedback (Context for Governance Risk)
- Say-on-Pay approval: 2024—73%; 2023—94%; 2022—93%. Lower 2024 support largely tied to a one-time December 2023 RSU grant to NEOs; Board/Compensation Committee stated intent to avoid similar one-time grants going forward.
- Independent compensation consultants: Semler Brossy (2024 program) and Exequity (engaged prospectively in 2024/2025).
Governance Assessment
-
Strengths
- Financial and real estate investment depth; designated Audit Committee financial expert enhances Audit Committee effectiveness.
- Robust independence posture; all standing committees independent; clear stock ownership guidelines; hedging restrictions.
- Transparent director pay structure with modest cash retainer and equity retainer aligned to peers; use of independent consultant for director comp benchmarking.
- Attendance and engagement thresholds met across Board and committees in FY2024.
-
Watch Items / Potential Red Flags
- Say-on-Pay support fell to 73% in 2024; while an executive pay matter, it is a Board-wide governance signal requiring continued investor engagement and discipline around one-time awards.
- Executive Land Committee involvement in approving large land transactions (> $50M and < $100M) concentrates transaction oversight among three directors; requires continued vigilant conflict screening (no specific conflicts disclosed).
-
Overall View
- Mr. Grahl’s background (institutional real estate, underwriting, risk-adjusted returns) and “financial expert” designation strengthen Board oversight of financial reporting, capital allocation and land investment risk. His compensation and ownership posture align with investors’ interests, with no related-party concerns disclosed. Continued focus on investor feedback (post-2024 say-on-pay) and rigorous adherence to conflict policies around large land approvals remain important to sustaining investor confidence.