MERITAGE CORP (MTH)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
MERITAGE CORP · Meeting: May 21, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2009 with relevant private equity and corporate finance experience; MTH's 3-year TSR of +15.8% trails the peer median by 17.6pp, which is below the 35pp trigger threshold for low-positive TSR companies, so no TSR flag applies; attendance and independence requirements are met.
Director since December 2021 with relevant governance, legal, and organizational leadership experience; the 3-year TSR underperformance vs. peer median (-17.6pp) does not reach the 35pp trigger threshold, and his tenure of roughly 4 years means the TSR trigger is assessed but does not fire.
Director since 2016 with extensive consumer marketing and digital transformation experience; the 3-year peer-relative gap of -17.6pp is well below the 35pp trigger threshold, so no TSR flag applies; attendance and independence requirements are met.
Co-founder and Executive Chairman since 1996 with unmatched institutional knowledge of the homebuilding business; classified as non-independent but does not sit on audit or compensation committees; the 3-year peer-relative TSR gap of -17.6pp does not reach the 35pp trigger threshold applicable to low-positive absolute TSR; no other disqualifying flags apply.
Director since March 2020 with digital strategy and customer experience expertise; the 3-year peer-relative TSR gap of -17.6pp is below the 35pp trigger threshold, and attendance and independence requirements are met.
Appointed May 22, 2025, meaning her tenure is under 24 months and she is fully exempt from the TSR trigger under policy; she brings strong operational and energy-sector leadership experience and no other disqualifying flags apply.
All six Class I director nominees receive a FOR vote. MTH's 3-year total shareholder return of +15.8% falls in the low-positive band (0–20%), which sets a 35pp underperformance threshold against the company-disclosed peer group; the actual gap is only -17.6pp, well below that trigger. Geisha Williams is additionally exempt as a director appointed within the past 24 months. No overboarding, attendance failures, independence violations, or familial-relationship concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Phillippe Lord
Total Comp
$8,114,286
Prior Support
95%+%
CEO Phillippe Lord received total compensation of approximately $8.1 million in 2025, a meaningful step down from $12.0 million in 2024, reflecting actual pay-for-performance alignment: annual cash bonuses paid out at only 42% of target due to missed EBITDA and home-closing targets driven by a tough housing market. The pay mix is strongly variable — more than two-thirds of target NEO compensation is performance-based through equity awards (split equally between time-based restricted stock units and performance share awards tied to adjusted return on assets and relative total shareholder return) and cash incentive plans — well above the 50-60% variable threshold required by policy. The company received over 95% shareholder support on Say on Pay at the 2025 annual meeting, maintains a clawback policy, and has meaningful stock ownership requirements, all of which are positive governance indicators.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
22 yrs
Audit Fees
$1,345,000
Non-Audit Fees
$0
Deloitte has served as auditor since 2004 (approximately 22 years), which is below the 25-year tenure threshold that would trigger a No vote; non-audit fees were zero in 2025, so the non-audit fee ratio is 0%, far below the 50% threshold; Deloitte is a Big 4 firm fully appropriate for a $4.6B market-cap company; no material restatements were identified.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Shareholder Proposal to Improve Shareholder Ability to Call for a Special Shareholder Meeting
John Chevedden is a well-known individual governance activist with a long track record of submitting shareholder rights proposals; this type of filer is taken seriously under our policy. The core ask — lowering the threshold to call a special meeting — is a mainstream governance improvement, and the board itself has acknowledged the current 50% bar is too high by putting forward its own advisory proposal to lower it to 25% (Proposal 4). A 10% threshold is broadly used in U.S. public companies and gives shareholders a meaningful ability to raise urgent matters between annual meetings without being practically impossible to achieve; supporting this proposal sends a signal that shareholders want a lower threshold than 25%, leaving the board room to land somewhere in the 10–25% range after reviewing overall vote results.
Overall Assessment
The 2026 Meritage Homes annual meeting ballot presents six director nominees, auditor ratification, Say on Pay, a board-sponsored advisory vote on reducing the special meeting threshold to 25%, and a John Chevedden proposal to lower it further to 10%; our policy supports all six directors (TSR underperformance vs. peers is below the trigger threshold), votes FOR the auditor (Deloitte, 22 years, zero non-audit fees), votes FOR Say on Pay (compensation declined meaningfully in a tough year with strong variable-pay structure and 95%+ prior support), and votes FOR the Chevedden special-meeting proposal given his credibility as a governance activist and the board's own implicit concession that 50% is too high.
Compensation Peer Group
5 companies disclosed in 2026 proxy filing