8-KLeadership ChangesExhibits & Filings

HORTON D R INC /DE/ 8-K Report, Executive Changes (Nov 13, 2013)

Filed November 13, 2013For Securities:DHI

Summary

This Form 8-K filing by D.R. Horton, Inc. (DHI) on November 13, 2013, primarily details executive compensation and officer appointments. A key development is the appointment of David V. Auld as Executive Vice President and Chief Operating Officer, effective November 7, 2013. Mr. Auld brings extensive experience in the homebuilding industry, having been with D.R. Horton since 1988. The filing also outlines the compensation awarded for the fiscal year ending September 30, 2013, to Chairman Donald R. Horton and President & CEO Donald J. Tomnitz. Both received substantial cash bonuses totaling $4,912,645 each, representing 0.75% of the company's consolidated pre-tax income, a discretionary reduction from the maximum target. Additionally, their performance-based restricted stock units (RSUs) awarded in 2010 vested, resulting in each receiving 243,750 shares valued at approximately $4.7 million.

Key Highlights

  • 1David V. Auld appointed Executive Vice President and Chief Operating Officer, effective November 7, 2013.
  • 2Donald R. Horton and Donald J. Tomnitz each received a total cash bonus of $4,912,645 for FY2013.
  • 3The FY2013 cash bonuses represented 0.75% of consolidated pre-tax income, a discretionary reduction from the maximum 1% opportunity.
  • 4Donald R. Horton and Donald J. Tomnitz each vested in 243,750 performance restricted stock units (RSUs) for the performance period ending September 30, 2013, valued at approximately $4.7 million.
  • 5New performance-based RSU awards granted to Donald R. Horton and Donald J. Tomnitz for the 2016 Performance Period (Oct 1, 2013 - Sep 30, 2016), with performance tied to relative TSR, ROI, SG&A containment, and gross profit.
  • 6Base salaries for FY2014 confirmed: Donald R. Horton at $1,000,000, Donald J. Tomnitz at $900,000, and David V. Auld at $500,000.
  • 7Cash director fees for non-management directors remain unchanged for FY2014.

Frequently Asked Questions

The most significant executive change is the appointment of David V. Auld to the position of Executive Vice President and Chief Operating Officer, effective November 7, 2013. He has extensive experience within D.R. Horton and the homebuilding industry.

For the fiscal year ended September 30, 2013, Donald R. Horton (Chairman) and Donald J. Tomnitz (President and CEO) each received a total cash bonus of $4,912,645. This bonus was 0.75% of the company's consolidated pre-tax income for the year, a figure the Compensation Committee chose to reduce from the maximum 1% opportunity. Additionally, they each received 243,750 shares of common stock resulting from the vesting of long-term performance restricted stock units.

For fiscal year 2014, base salaries have been set for Donald R. Horton ($1,000,000), Donald J. Tomnitz ($900,000), and the newly appointed David V. Auld ($500,000). The executives also have opportunities to earn annual cash bonuses tied to a percentage of consolidated pre-tax income, with different caps for Mr. Horton and Mr. Tomnitz compared to Mr. Auld. Furthermore, new three-year performance restricted stock units have been awarded to Mr. Horton and Mr. Tomnitz, with vesting contingent upon achieving specific performance goals over the period ending September 30, 2016.

Yes, on November 7, 2013, the Compensation Committee approved new performance restricted stock units (Performance RSUs) for Donald R. Horton and Donald J. Tomnitz. These RSUs cover a three-year performance period from October 1, 2013, to September 30, 2016. Vesting is based on four equally weighted performance goals: relative total shareholder return (TSR), relative return on investment (ROI), relative SG&A containment, and relative gross profit (GP).