Steven J. Gilbert
Tri Pointe HomesAbout Steven J. Gilbert
Steven J. Gilbert (age 77) is the independent Chairman of the Board at Tri Pointe Homes (TPH) and has served on the Board since January 30, 2013, presiding over executive sessions of non-management directors . He holds a BA from the Wharton School (University of Pennsylvania) and JD/MBA from Harvard (Law School and Graduate School of Business), and brings extensive investment management and board leadership experience across public and private companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gilbert Global Equity Partners, L.P. | Chairman | Since 1998 | Leads billion-dollar private equity fund; investment leadership |
| Soros Capital L.P. / Quantum Group | Founder & Managing GP; Advisor to Quantum Industrial Holdings Ltd. | 1992–1997 | Venture capital and leveraged transactions oversight |
| Chemical Venture Partners (now CCMP Capital) | Managing General Partner (Founder) | 1984–1988 | Built and led investment platform |
| Commonwealth Capital Partners, L.P. | Managing Director | 1988–1992 | Private equity investments |
| Lion’s Gate Films | Principal Owner, Chairman & CEO | 1980–1984 | Led media company operations |
| Goodwin Procter & Hoar | Attorney | Admitted 1970 | Corporate law experience |
| Morgan Stanley; Wertheim; E.F. Hutton International | Associate/VP/Managing Director | 1972–1980 | Corporate finance leadership |
External Roles
| Company | Listing | Role | Notes |
|---|---|---|---|
| MBIA Inc. | NYSE: MBI | Chairman of the Board & Director | Public financial guarantor |
| Empire State Realty Trust | NYSE: ESRT | Lead Independent Director | Public REIT focus; governance lead |
| Fairholme Funds, Inc. | Nasdaq: FAIRX | Director | Open-end investment company |
| Oaktree Capital Group | — | Lead Independent Director | Alternative asset manager governance |
| MidOcean Equity Partners, LP | — | Vice Chairman, Executive Board | PE leadership |
| Raptor Sports Capital | — | Managing Director | Investment leadership |
No specific related-party transactions were disclosed for Gilbert; Compensation Committee interlocks indicate no Item 404 relationships among committee members . The proxy describes company policies requiring advance approval of “Related Person Transactions” and conflict disclosures .
Board Governance
- Structure: Independent Chairman separate from CEO; Chairman role is not an officer position under amended bylaws, enhancing oversight focus .
- Independence: Board determined Gilbert is independent under NYSE standards .
- Attendance: Board held four meetings in FY2024; each director attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive Sessions: Non-management directors meet regularly in executive sessions, chaired by Gilbert .
- Committee Assignments:
- Compensation Committee member .
- Nominating & Corporate Governance Committee Chair .
- Executive Land Committee member (reviews land deals $50–$100mm) .
- Committee Activity Levels: Audit (4 meetings, Chair Burrows) ; Compensation (3 meetings) ; Nominating & Corporate Governance (2 meetings) .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 80,000 | Non-employee director cash retainer |
| Chairman of Board retainer | 75,000 | Additional cash for Chairman role |
| Compensation Committee member fee | 10,000 | Additional annual cash retainer |
| Nominating & Corporate Governance Committee chair fee | 20,000 | Additional annual cash retainer |
| Cash fees earned (2024) | 185,000 | Reported cash compensation for Gilbert |
| Equity (RSU grant, grant-date fair value) | 164,985 | Annual director RSU award value |
| Total Director Compensation (2024) | 349,985 | Sum of cash and equity |
Performance Compensation
| Instrument | Grant Value ($) | Metrics | Vesting |
|---|---|---|---|
| RSUs (director annual award) | 164,985 | None (time-based) | RSUs outstanding include 4,367 units scheduled to vest on/within 60 days of Feb 25, 2025 (indicative of time-based vesting cadence) |
No performance metrics are tied to non-employee director compensation; awards are time-based RSUs at specified grant values .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | MBIA (Chair), Empire State Realty Trust (Lead Independent Director), Fairholme Funds (Director) |
| Private/alternative finance roles | Oaktree Capital Group (Lead Independent Director), MidOcean Equity Partners (Vice Chair), Raptor Sports Capital (MD) |
| Interlocks/conflicts | Company states no Compensation Committee member had relationships requiring disclosure under Item 404; related-party transaction policy requires independent director approval of any “Related Person Transaction” |
Expertise & Qualifications
- Education: BA (Wharton), JD (Harvard Law School), MBA (Harvard Business School) .
- Technical/industry expertise: Investment management, private equity, corporate finance, board leadership; extensive public company board experience .
- Professional affiliations: Council on Foreign Relations; World Economic Forum council; Lauder Institute Board; Tribeca Disruptors Foundation Fellow .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Steven J. Gilbert | 74,766 | <1% | Includes 4,367 RSUs vesting on/within 60 days of Feb 25, 2025; percentages calculated against 91,731,159 shares outstanding |
| Stock ownership guideline | 5x annual cash retainer for directors | — | Compliance noted: all directors either met or are within transition period |
| Hedging/Pledging | Hedging prohibited; no pledging disclosed | — | Insider trading policy prohibits hedging without pre-clearance; no pledging disclosure identified |
Governance Assessment
- Board effectiveness and independence: Separate, independent Chair and independent committees; Gilbert chairs executive sessions and Nominating & Corporate Governance, signaling strong independent oversight .
- Compensation oversight signal: As a Compensation Committee member, Gilbert participated during a period of lower say-on-pay support (73% approval in 2024) largely due to a one-time RSU action; the Committee engaged shareholders and affirmed a pay-for-performance framework going forward, which partially mitigates concerns .
- Alignment: Director ownership guidelines (5x retainer) and regular equity grants create alignment; company prohibits hedging, further supporting investor alignment .
- Conflicts/related-party exposure: No Item 404 relationships for Compensation Committee members; formal related-party approval policies in place; no specific related-party transactions disclosed for Gilbert .
- Workload/overboarding watch item: Gilbert holds multiple external board leadership roles (MBIA Chair; ESRT Lead Independent Director; others). While the proxy does not flag overboarding, investors may monitor capacity and attendance; current attendance meets thresholds .