LGI HOMES, INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 4, 2022 , the Board of Directors (the "Board") of LGI Homes, Inc. (the
"Company"), acting upon the recommendation of the Nominating and Corporate
Governance Committee of the Board, appointed Maria Renna Sharpe to fill the
vacancy in the Board created by the previously announced retirement of Duncan
Gage and appointed Ms. Sharpe to serve on the Compensation Committee of the
Board. Ms. Sharpe's term as a director will continue until the Company's 2022
Annual Meeting of Stockholders or until her earlier death, resignation or
removal. The Board determined that Ms. Sharpe is an "independent director" under
the relevant NASDAQ rules.
Ms. Sharpe brings more than 37 years of legal, human resources and accounting
expertise to the Company. She is the Managing Principal of Sharpe Human
Solutions, LLC , a human resource consulting and commercial real estate
investment company and serves on the Board of Directors of Lamb Weston Holdings
Inc. (NYSE: LW). Ms. Sharpe served as Senior Vice President, Global Human
Capital Management , Services & Operations at PepsiCo, Inc. from 2014 to 2016, as
Chief Human Resources Officer, PepsiCo Europe from 2010 to 2014 and as Senior
Vice President, Compensation, Benefits & Human Resource Systems from 2008 to
2010. From 2004 to 2008, Ms. Sharpe served as Chief Human Resources Officer &
Corporate Secretary of UST Inc. Prior to that, Ms. Sharpe held various senior
human resources and legal positions at PepsiCo, Inc., including Vice President,
Benefits from 2002 to 2004, Vice President, Compensation from 1999 to 2002 and
Vice President, Human Resources Counsel from 1995 to 1999. Ms. Sharpe earned her
JD from Boston University School of Law and graduated Cum Laude with a BS in
Accounting from Syracuse University .
There are no arrangements or understandings between Ms. Sharpe and any other
person pursuant to which she was appointed as a director. The Company is not
aware of any transaction in which Ms. Sharpe has an interest requiring
disclosure under Item 404(a) of Regulation S-K.
Ms. Sharpe's compensation as a non-employee director will be the same as
provided to the Company's other non-employee directors:
•$75,000 annual cash retainer, payable quarterly;
•$155,000 annual grant of restricted stock units ("RSUs"); and
•reimbursement for reasonable out-of-pocket expenses incurred for travel in
connection with attendance in-person at Board or committee meetings.
Ms. Sharpe's $155,000 grant of RSUs will be granted on March 15, 2022 under the
Amended and Restated LGI Homes, Inc. 2013 Equity Incentive Plan (the "2013
Incentive Plan"). The number of RSUs to be granted will be determined by
dividing $155,000 by the closing price of the Company's common stock on The
NASDAQ Global Select Market on March 15, 2022 , rounded up to the next whole
share. The grant is subject to cliff vesting and becomes fully vested upon the
earlier of (i) the first anniversary of the grant date; (ii) Ms. Sharpe's
disability; (iii) Ms. Sharpe's death; or (iv) immediately prior to the closing
of a change in control of the Company, as defined in the 2013 Incentive Plan.
The terms of such grant are consistent with RSU grants to the Company's other
non-employee directors.
Item 7.01 Regulation FD Disclosure.
On
Exhibit 99.1 will be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated January 6 , 202 2 .
Cover Page Interactive Data File - the cover page XBRL tags are embedded within
104 the Inline XBRL document.
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