Thomas J. Mitchell
Tri Pointe HomesAbout Thomas J. Mitchell
Thomas J. Mitchell, 64, is President and Chief Operating Officer of Tri Pointe Homes, Inc. and has served in this role since January 30, 2013, following service on the board of managers of TPH LLC prior to Tri Pointe’s corporate conversion. He holds a B.A. from California State University Long Beach and brings 30+ years of homebuilding and land development experience across acquisition, entitlement, construction, finance, and sales/marketing. Under his leadership in 2024, adjusted revenue reached $4.417 billion and adjusted pre-tax earnings were $676.277 million, driving a 181.8% of target cash incentive payout; relative TSR for the 2022 performance cycle was just above the 43rd percentile (second quartile).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| William Lyon Homes | Executive Vice President; prior roles across operations | 1988–2009 | Built broad, end-to-end expertise in residential construction and land development; industry recognition including BIA Inland Empire Builder of the Year (2004) and Top 100 President by Home Builder Executive. |
| The Irvine Company | Community Development | ~2+ years | Community development experience, enhancing entitlement/land planning toolkit. |
| Pacific Savings Bank | Role in finance | ~2+ years | Financial acumen supporting project and company finance competencies. |
External Roles
| Organization | Role | Years |
|---|---|---|
| None disclosed in company filings | — | — |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (Target/Set) |
|---|---|---|---|
| Base Salary ($) | $930,000 | $970,000 | $970,000 (no change) |
| Target Annual Incentive (% of Salary) | 175% | 250% | 250% |
| Target Annual Incentive ($) | $1,627,500 | $2,425,000 | $2,425,000 |
Performance Compensation
2024 Annual Cash Incentive – Design and Results (Paid for FY2024)
| Metric | Weighting | Target | Actual (Adjusted) | Payout Mechanics | Result |
|---|---|---|---|---|---|
| Revenue | 50% | ~$4.0B | $4.417B | 75%→50%; 100%→100%; 125%→200% of target; linear interpolation | Contributed to overall 181.8% of target payout |
| Pre-Tax Earnings | 50% | ~$499.6M | $676.277M | 70%→50%; 100%→100%; 130%→200% of target; linear interpolation | Contributed to overall 181.8% of target payout |
| Individual Payout ($) | — | — | — | — | $4,407,805 |
Notes:
- Revenue adjusted to include $31.0M land sales; pre-tax earnings adjusted for bonus, NCI and other items per committee policy.
- 2023 and 2022 non-equity incentive payouts for context: $3,255,000 (2023), $2,896,177 (2022).
2024 Long-Term Incentives (Granted Feb 21, 2024)
| Award Type | Shares (Target) | Performance Period | Weighting | Threshold | Target | Maximum | Vesting |
|---|---|---|---|---|---|---|---|
| Performance-Based RSUs | 101,379 | FY2024–FY2026 | 50% revenue; 50% pre-tax earnings | Rev: 85% plan; PTE: 80% plan → 50% vest | 100% plan → 100% vest | Rev: 115%; PTE: 120% → 200% vest | Cliff on Dec 31, 2026; forfeited if not earned |
| Time-Based RSUs | 67,586 | FY2024–FY2027 | — | — | — | — | 1/3 annual on each anniversary of grant (Feb 21, 2025/2026/2027) |
Change-in-control (CIC) treatment:
- Double-trigger vesting for assumed awards (involuntary termination without cause or for good reason). If not assumed/continued, vesting occurs based on target or “CIC units” tied to performance through last fiscal quarter, depending on CIC timing.
2022 Performance RSUs – Certified Outcome (Revenue, PTE + TSR Modifier)
| Component | Plan | Actual | Vest Factor | Shares Vested |
|---|---|---|---|---|
| Cumulative Revenue | ~$14.4B plan | $12.378B adjusted (85.9% of target) | 53.0% of target | — |
| Cumulative Pre-Tax Earnings | ~$2.0B plan | $2.0226B adjusted (103.5% of target) | 117.6% of target | — |
| Relative TSR | Quartile vs peers (incl. DHI, LEN) | Just above 43rd percentile (Second Quartile) | No adjustment | 85,312 shares (Mitchell) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,137,883 shares; 1.2% of outstanding |
| Ownership Breakdown | 527,883 shares sole voting/dispositive power; 610,000 shares in trust with shared voting/dispositive power for Mr. Mitchell and immediate family |
| Unvested Time-Based RSUs (12/31/2024) | 22,224 (Feb 2022 grant; final third vested Feb 22, 2025) ; 40,212 (Feb 2023 grant) ; 104,196 (Dec 26, 2023 grant) ; 67,586 (Feb 21, 2024 grant) |
| Unearned Performance RSUs (12/31/2024) | 180,956 (Feb 2023 performance awards; modeling assumption at maximum for disclosure) – payout subject to FY2025 results ; 101,379 (Feb 2024 performance awards; assumed target for disclosure) – performance period through FY2026 |
| Stock Ownership Guidelines | President: 5x base salary; all covered officers either met or are in transition and compliant as of Feb 25, 2025 |
| Hedging/Pledging | Hedging prohibited without pre-clearance; no pledging disclosure noted |
| Insider Activity 2024 | Shares acquired on vesting: 313,305 ($11,273,633 value) ; Options exercised: 51,533 ($981,946 value) |
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement | Amended and restated employment agreement executed Aug 2024; initial 3-year term; auto-renews annually unless notice; if CIC occurs, term runs ≥24 months beyond CIC month |
| Base/Bonus Eligibility | Base salary $970,000; target annual cash bonus 250% of salary (board discretion applies) |
| Severance (No CIC) | 2x (salary + greater of average last two bonuses or current-year target bonus) + pro rata bonus based on actual achievement; COBRA premiums and life/disability premiums for up to 24 months |
| Severance (CIC Window) | 3x (salary + greater of average last two bonuses or current-year target bonus) + pro rata bonus; plus COBRA and insurance premiums for up to 24 months |
| Restrictive Covenants | Non-compete and non-solicit during term and for one year post-termination; post-employment non-compete not enforced in CA/other states barring such covenants |
| Change-in-Control Equity | For time-based RSUs, immediate vesting if not assumed/continued; if assumed, double-trigger vesting upon qualifying termination. Performance RSUs vest based on target or “CIC units,” depending on CIC timing/assumption. |
| Potential Payments (Modeled at 12/31/2024) | CIC with qualifying termination: $40,127,264 total (severance $14,521,776; equity $25,549,777; benefits $55,710). Non-CIC qualifying termination: $10,531,898 total. Death/Disability: $16,407,391 total. |
| Clawback | Applies to incentive compensation upon certain restatements; three-year lookback; administered by Compensation Committee |
| Tax Gross-Ups | No tax gross-ups on CIC benefits or perquisites |
Compensation Structure and Peer Benchmarking
- Peer group (unchanged from 2023 for pay benchmarking): Beazer, Hovnanian, KB Home, M.D.C. Holdings, Toll Brothers, M/I Homes, NVR, PulteGroup, Taylor Morrison, Century Communities, LGI Homes, Meritage Homes; D.R. Horton and Lennar used only for TSR modifier given scale differences.
- Pay positioning: CEO and President/COO targeted at the 65th percentile for target total compensation (less differentiated due to shared responsibilities).
- Say-on-Pay (Advisory) approval history: 93% (2022), 94% (2023), 73% (2024); 2023 one-time time-based RSU grants to NEOs were a focal point of investor feedback; board signals no intent to repeat one-time grants.
Say-on-Pay Vote Results
| Year | Approval (%) |
|---|---|
| 2022 | 93% |
| 2023 | 94% |
| 2024 | 73% |
Performance Compensation – Detailed Mechanics (Mitchell)
| Component | Metric | Weight | Threshold | Target | Max | Notes |
|---|---|---|---|---|---|---|
| 2024 Annual Bonus | Revenue | 50% | 75% plan→50% payout | 100%→100% | 125%→200% | Company achieved $4.417B adjusted revenue. |
| 2024 Annual Bonus | Pre-Tax Earnings | 50% | 70% plan→50% payout | 100%→100% | 130%→200% | Company achieved $676.277M adjusted PTE. |
| 2024 PBRSUs | Cumulative Revenue | 50% | 85% plan→50% vest | 100%→100% | 115%→200% | Performance period FY2024–FY2026; 101,379 target shares. |
| 2024 PBRSUs | Cumulative PTE | 50% | 80% plan→50% vest | 100%→100% | 120%→200% | As above. |
Compensation & Ownership Mix (Recent)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | $970,000 | $5,999,929 | $4,407,805 | $22,060 | $11,399,794 |
| 2023 | $930,000 | $9,099,953 | $3,255,000 | $20,360 | $13,305,313 |
| 2022 | $930,000 | $3,629,986 | $2,896,177 | $19,860 | $7,476,023 |
Perquisites detail (2024): defined contribution plan $10,350; life insurance premium reimbursement $7,710; executive physical $4,000.
Vesting Schedules and Upcoming Potential Supply
| Award | Grant Date | Type | Shares | Vesting Dates |
|---|---|---|---|---|
| RSUs | Feb 22, 2022 | Time-based | 22,224 | 1/3 on Feb 22, 2023; 1/3 on Feb 22, 2024; 1/3 on Feb 22, 2025 (completed) |
| RSUs | Feb 22, 2023 | Time-based | 40,212 | 1/3 on Feb 22, 2024; 1/3 on Feb 22, 2025; 1/3 on Feb 22, 2026 |
| RSUs | Dec 26, 2023 | Time-based | 104,196 | 1/3 on Dec 26, 2024; 1/3 on Dec 26, 2025; 1/3 on Dec 26, 2026 |
| RSUs | Feb 21, 2024 | Time-based | 67,586 | 1/3 on Feb 21, 2025; 1/3 on Feb 21, 2026; 1/3 on Feb 22, 2027 |
| PBRSUs | Feb 21, 2024 | Performance | 101,379 (target) | Cliff on Dec 31, 2026 subject to performance |
| PBRSUs | Feb 22, 2023 | Performance | 180,956 (disclosure assumption at max) | Cliff on Dec 31, 2025 subject to performance |
Potential trading supply commentary: Large annual RSU tranches vest through 2026–2027; 2025 and 2026 vest dates (Feb and Dec) may be associated with increased insider share deliveries; realized selling is not disclosed in the proxy.
Risk Indicators and Red Flags
- Clawback adopted consistent with SEC and NYSE standards; broad coverage of incentive compensation.
- No tax gross-ups on CIC or perquisites; no option re-pricing without shareholder approval.
- Hedging prohibited without pre-clearance; no pledging disclosure—no pledges noted in filings.
- 2024 say-on-pay support fell to 73%, largely tied to 2023 one-time RSU grants; board communicated intent not to repeat one-time grants.
Employment & Contract Economics (Change-in-Control Focus)
| Scenario (12/31/2024 modeling) | Severance | Equity | Benefits | Total |
|---|---|---|---|---|
| CIC + qualifying termination | $14,521,776 | $25,549,777 | $55,710 | $40,127,264 |
| Non-CIC qualifying termination | $10,476,188 | — | $55,710 | $10,531,898 |
| Death/Disability | $2,425,000 | $13,926,681 | $55,710 | $16,407,391 |
Investment Implications
- Alignment: High at-risk pay (60% PBRSUs for CEO and President/COO) tied to multi-year revenue and pre-tax earnings fosters execution focus; stock ownership guideline of 5x salary with compliance supports long-term alignment.
- Retention vs Cost: Robust severance/CIC multiples (up to 3x salary+bonus) and significant unvested equity likely reduce departure risk but create material CIC costs; double-trigger design mitigates windfall risk on assumed awards.
- Trading Signals: Notable RSU vesting cadence (Feb and Dec annually) plus 2025–2026 performance cliffs could coincide with elevated insider share deliveries; monitor Form 4s around vest dates for potential selling pressure.
- Governance Feedback: The 2024 say-on-pay dip (73%) flags shareholder sensitivity to one-off equity actions; the board’s stated restraint lowers repeat risk, but continued monitoring of program changes is warranted.