LGI HOMES INC (LGIH)

Sector: Consumer Discretionary

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2026 Annual Meeting Analysis

LGI HOMES INC · Meeting: April 23, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

0

Directors AGAINST

7

Say on Pay

AGAINST

Auditor

FOR

Director Elections

Election of Directors

/7 AGAINST

Against Analysis

✗ AGAINST
Ryan Edone3yr TSR underperformance vs peer group: -128.6pp vs 20pp threshold (negative absolute TSR)5yr TSR underperformance vs peer group: -126.7pp vs 20pp threshold — no 5yr mitigant appliestenure since November 2014 — full overlap with underperformance period

Mr. Edone has served since 2014, giving him full overlap with LGIH's severe 3-year stock decline of -59.3%, which trails the company's homebuilder peer group median of +69.3% by 128.6 percentage points — far exceeding the 20-point trigger for a company with negative absolute returns; the 5-year record (-71.0% vs peer median +55.7%, a gap of 126.7pp) provides no mitigating relief.

✗ AGAINST
Eric Lipar3yr TSR underperformance vs peer group: -128.6pp vs 20pp threshold (negative absolute TSR)5yr TSR underperformance vs peer group: -126.7pp vs 20pp threshold — no 5yr mitigant appliesCEO/Chairman combined role — full accountability for performance periodfamilial relationship: uncle Steven Smith serves on the same board

Mr. Lipar is the CEO and Chairman with tenure since 2013, making him directly accountable for LGIH's 3-year price return of -59.3%, which trails the homebuilder peer median by 128.6 percentage points — massively exceeding the 20-point trigger; the 5-year gap of 126.7pp confirms this is sustained underperformance, not a temporary trough, and warrants a vote against him as a director independent of the Say on Pay evaluation.

✗ AGAINST
Shailee Parikh3yr TSR underperformance vs peer group: -128.6pp vs 20pp threshold (negative absolute TSR)5yr TSR underperformance: tenure began December 2021, less than 5 years — limited 5yr data but 3yr trigger appliestenure since December 2021 — over 24 months, full 3-year overlap

Ms. Parikh joined in December 2021, which is more than 24 months ago and means she was on the board for the entire 3-year underperformance period; LGIH's stock fell 59.3% over three years while the peer median rose 69.3%, a gap of 128.6 percentage points well above the 20-point trigger, and the 5-year mitigant is not available given her tenure length does not cover a full 5-year period of adequate prior performance.

✗ AGAINST
Bryan Sansbury3yr TSR underperformance vs peer group: -128.6pp vs 20pp threshold (negative absolute TSR)5yr TSR underperformance vs peer group: -126.7pp vs 20pp threshold — no 5yr mitigant appliestenure since June 2013 — full overlap with underperformance period

Mr. Sansbury has served as Lead Independent Director since June 2013, giving him full accountability for the 3-year period in which LGIH's stock dropped 59.3% versus a peer median gain of 69.3% — a gap of 128.6 percentage points; the 5-year record shows an equally severe gap of 126.7pp, so no mitigating relief applies.

✗ AGAINST
Maria Sharpe3yr TSR underperformance vs peer group: -128.6pp vs 20pp threshold (negative absolute TSR)5yr TSR underperformance: tenure began January 2022, limited 5yr data — 3yr trigger appliestenure since January 2022 — over 24 months, full 3-year overlap

Ms. Sharpe joined in January 2022, more than 24 months ago, placing her within the full 3-year underperformance window during which LGIH's stock fell 59.3% against a peer median gain of 69.3%; the resulting gap of 128.6 percentage points far exceeds the 20-point trigger, and a full 5-year record of prior adequate performance is not available to serve as a mitigant.

✗ AGAINST
Steven Smith3yr TSR underperformance vs peer group: -128.6pp vs 20pp threshold (negative absolute TSR)5yr TSR underperformance vs peer group: -126.7pp vs 20pp threshold — no 5yr mitigant appliestenure since June 2013 — full overlap with underperformance periodfamilial relationship with CEO Eric Lipar (uncle) — independence concern

Mr. Smith has served since June 2013 and is the uncle of CEO Eric Lipar, raising an independence concern even though the board has designated him independent; beyond the familial relationship flag, LGIH's 3-year stock decline of 59.3% versus a peer median gain of 69.3% (a 128.6pp gap) and the matching 5-year underperformance both trigger a vote against under the TSR policy.

✗ AGAINST
Robert Vahradian3yr TSR underperformance vs peer group: -128.6pp vs 20pp threshold (negative absolute TSR)5yr TSR underperformance vs peer group: -126.7pp vs 20pp threshold — no 5yr mitigant appliestenure since June 2013 — full overlap with underperformance period

Mr. Vahradian has served since June 2013, fully overlapping with the 3-year period in which LGIH's stock lost 59.3% while the homebuilder peer median gained 69.3%; the 128.6pp gap vastly exceeds the 20-point trigger, and the 5-year record (a 126.7pp gap) confirms sustained underperformance with no mitigating relief available.

For Analysis

All seven director nominees receive an AGAINST vote. LGIH's stock has fallen 59.3% over three years while its homebuilder peers gained a median of 69.3% — a gap of 128.6 percentage points, far exceeding the 20-point trigger applicable when a company's absolute return is negative. The 5-year record (-71.0% vs peer median +55.7%, a 126.7pp gap) provides no mitigating relief for any director. Additional concerns include a familial relationship between director Steven Smith and CEO Eric Lipar, and the board's classification of Mr. Smith as independent despite being the CEO's uncle.

Say on Pay

✗ AGAINST

CEO

Eric Lipar

Total Comp

$5,182,051

Prior Support

98%%

pay-for-performance misalignment: variable pay above benchmark while 3yr TSR trails peer median by 128.6ppzero annual bonus earned in 2025 is appropriate, but LTI grants continued at full target levels despite severe stock underperformanceCEO total compensation $5.18M granted despite stock losing 59.3% over 3 years and peers gaining 69.3%

While LGI's annual bonus program correctly paid out zero for 2025 given the company missed all performance targets, the long-term incentive program continued to grant equity awards to executives at full target levels — the CEO received equity valued at over $4.1 million — even as shareholders have lost 59.3% over three years while homebuilder peers gained a median of 69.3%, a gap of 128.6 percentage points. The incentive structure is partially working (zero bonus payout reflects poor short-term results), but granting above-benchmark long-term equity at full target while shareholders suffer sustained, severe underperformance means the variable pay program is not adequately aligned with shareholder experience. The pay-for-performance alignment check fails because above-benchmark long-term incentive grants were made while TSR underperformed peers by more than 20 percentage points over three years.

Auditor Ratification

✓ FOR

Auditor

Ernst & Young LLP

Tenure

N/A

Audit Fees

$1,560,660

Non-Audit Fees

$0

Ernst & Young charged only audit fees of $1,560,660 in 2025 with zero non-audit, tax, or other fees, meaning the non-audit fee ratio is 0% — well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire, and no material restatements were reported; Ernst & Young is a Big 4 firm appropriate for a company of LGIH's size.

Overall Assessment

This ballot presents three standard proposals and no stockholder proposals; all seven director nominees receive AGAINST votes due to LGIH's catastrophic 3-year stock underperformance (down 59.3% versus a peer median gain of 69.3%, a 128.6pp gap that far exceeds every applicable threshold), and Say on Pay also receives an AGAINST vote because full-target long-term equity grants continued despite sustained severe underperformance, undermining pay-for-performance alignment. Only the auditor ratification of Ernst & Young passes cleanly, as the firm charged zero non-audit fees and is a Big 4 firm appropriate for the company's size.

Filing date: March 13, 2026·Policy v1.2·high confidence

Compensation Peer Group

9 companies disclosed in 2026 proxy filing

CCSCentury Communities, Inc.
DFHDream Finders Homes, Inc.
GRBKGreen Brick Partners, Inc.
HOVHovnanian Enterprises, Inc.
KBHKB Home
MTHMeritage Homes Corporation
MHOM/I Homes, Inc.
TMHCTaylor Morrison Home Corporation
TPHTri Pointe Group, Inc.