UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
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ITEM 5.02 |
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
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(e) |
Compensatory Arrangements of Certain Officers |
On February 3, 2020, the Compensation Committee (the "Committee") of M.D.C. Holdings, Inc. (the “Company”) took the actions described below with respect to compensation of the executive officers of the Company.
Executive Bonus for 2019 – CEO and COO
Two of the Company’s executive officers, Larry A. Mizel, Chief Executive Officer, and David D. Mandarich, Chief Operating Officer, are eligible for awards under the Company’s 2018 Executive Officer Performance-Based Compensation Plan (the “2018 Performance-Based Plan”). The bonus payment that could be earned for 2019 under the 2018 Performance-Based Plan was subject to a $6.0 million dollar cap established by the Committee. In addition, any bonus earned in excess of $4.0 million would be paid in restricted stock.
The Committee determined, based on the 2019 goal under the 2018 Performance-Based Plan, that each executive earned a cash bonus of $4.0 million and a restricted stock award of $2.0 million valued as of the date of the Committee’s action. The restricted stock will vest equally over three years, starting with the first anniversary of the date of the Committee’s action. The restricted stock award is evidenced by the form of Restricted Stock Agreement filed as Exhibit 10.3 with the Company’s Quarterly Report on Form 10-Q dated March 31, 2019.
Executive Bonus for 2019 – CFO and GC
The Committee determined that the Chief Financial Officer, Robert N. Martin, and the General Counsel, Michael Touff, were entitled to an annual bonus for 2019 of a percentage of base pay based on the respective performance of each executive regarding Key Performance Indicators (“KPIs”) established for his position. Based on its evaluation of performance relative to the established KPIs, the Committee awarded Mr. Martin a performance bonus of $850,000 and Mr. Touff a performance bonus of $500,000.
The Compensation Committee also awarded Messrs. Martin and Touff $375,000 and $75,000, respectively, in restricted stock, valued as of the date of the Committee’s action. The restricted stock will vest equally over three years, starting with the first anniversary of the date of the Committee’s action. The restricted stock award is evidenced by the form of Restricted Stock Agreement filed as Exhibit 10.3 with the Company’s Quarterly Report on Form 10-Q dated March 31, 2019.
CFO Base Salary
The Compensation Committee determined that Mr. Martin’s base salary would increase to $800,000 annually.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| M.D.C. HOLDINGS, INC. | |||
| Dated: February 5, 2020 | By: | /s/ Joseph H. Fretz | |
| Joseph H. Fretz | |||
| Secretary and Corporate Counsel | |||
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