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Pultegroup 8-K Report, Executive Changes (Jul 22, 2024)

Reports
Leadership Changes·Regulation FD·Exhibits & Filings
Filing Date
Filed July 22, 2024
Period End
July 19, 2024
Security
PHM
In the record · 2016–202610-K1110-Q338-K109

PHM filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 109 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Aug ’18Aug ’18
  2. Leadership change8-K · Nov ’20Nov ’20
  3. Leadership change8-K · Oct ’22Oct ’22
  4. Material agreement8-K · Aug ’26Aug ’26

Summary

Summary of the 8-K filed July 22, 2024. Cited figures are marked; the original filing is the authoritative source.

PulteGroup, Inc. (NYSE: PHM) announced in an Item 5.02 Form 8-K filed July 22, 2024 that Executive Vice President and Chief Financial Officer Robert T.

O'Shaughnessy intends to retire at the end of 2025. He will continue as CFO until February 7, 2025 (the "Transition Date") and then remain with the Company as Executive Vice President through the end of 2025. Outstanding equity and long-term incentive awards will receive retirement vesting treatment under the award agreements and the Amended Retirement Policy.

James L. Ossowski, 56, currently Senior Vice President – Finance, will be promoted to Executive Vice President and CFO effective upon the Transition Date and will assume principal financial officer responsibilities. Effective January 1, 2025, his annual base salary will be $650,000,a his annual incentive bonus target $1,300,000, and his long-term incentive award target $1,800,000.

He will also become subject to the Amended Executive Severance Policy. The filing states there are no family relationships or undisclosed arrangements tied to his appointment. The press release (Exhibit 99.1) states that O'Shaughnessy will also continue to oversee the Financial Services business, strategic partnerships and the asset management committee in 2025, and that Ossowski will report directly to CEO Ryan Marshall with responsibility for accounting, tax, audit, risk management and treasury.

The release describes a $16 billionb homebuilding operation under Ossowski's current finance responsibilities. The item is furnished under Item 7.01 and is not deemed filed under Section 18 of the Exchange Act.

Key Highlights

  1. CFO Robert T. O'Shaughnessy intends to retire at the end of 2025, after serving as CFO until February 7, 2025.
  2. James L. Ossowski, 56, will be promoted to Executive Vice President and CFO effective on the Transition Date.
  3. Ossowski's compensation effective January 1, 2025: $650,000 base salary, $1,300,000 annual bonus target, and $1,800,000 long-term incentive target.
  4. Ossowski becomes subject to the Amended Executive Severance Policy.
  5. O'Shaughnessy's equity and long-term incentive awards will receive retirement vesting treatment under award terms and the Amended Retirement Policy.
  6. O'Shaughnessy will remain as Executive Vice President through 2025 and continue overseeing Financial Services, strategic partnerships and the asset management committee.
  7. Ossowski will report directly to CEO Ryan Marshall and oversee accounting, tax, audit, risk management and treasury, with the press release describing a $16 billion homebuilding operation under his current finance responsibilities.

Frequently Asked Questions

  1. When will the CFO transition take effect?

    O'Shaughnessy will serve as CFO until February 7, 2025, the Transition Date, when Ossowski assumes the principal financial officer role. O'Shaughnessy will remain with the Company as Executive Vice President until the end of 2025.

  2. Who is James L. Ossowski?

    Ossowski, 56, was appointed Senior Vice President – Finance in 2017 and has held corporate and field financial roles at PulteGroup since 2002, including Vice President-Finance and Controller, Vice President-Finance Homebuilding Operations, Area Vice President-Finance, and Director of Corporate Audit.

  3. What will Ossowski be paid as CFO?

    Effective January 1, 2025, his annual base salary will be $650,000, his annual incentive bonus target $1,300,000, and his long-term incentive award opportunity target $1,800,000.

  4. What happens to O'Shaughnessy's equity awards?

    His outstanding equity and long-term incentive awards will receive retirement vesting treatment in accordance with the terms of the award agreements and the PulteGroup, Inc. Amended Retirement Policy.

  5. Does the filing disclose any related-party or family relationships tied to Ossowski's appointment?

    No. The filing states there are no family relationships under Item 401 of Regulation S-K, no arrangement or understanding pursuant to which he was appointed, and no transactions requiring disclosure under Item 404(a) of Regulation S-K.