bzh-20241220

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐

Check the appropriate box:
☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12

BEAZER HOMES USA, INC. (Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):
☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

FROM OUR

CHAIRMAN

Dear Fellow Shareholders:

Fiscal 2024 brought both significant challenges and notable achievements. Despite headwinds from interest rates, affordability pressures and market uncertainty, we delivered strong financial results with net income of over $140 million and earnings per diluted share of $4.53. We also made substantial progress toward achievement of our three key multi-year goals:

1)having more than 200 active communities by the end of fiscal 2026;

2)achieving a net debt to net capitalization ratio below 30% by the end of fiscal 2026; and

3)fulfilling our commitment that all homes started by the end of calendar 2025 will meet the Department of Energy’s Zero Energy Ready standard.

During fiscal 2024, we grew our average active community count by approximately 16%, marking our third consecutive year of double-digit growth. We also invested approximately $776.5 million in land acquisition and land development, providing visibility into further community count growth in fiscal 2025 and beyond. While this led to a modest increase in our net debt to net capitalization ratio, we expect these investments to drive revenue growth and cash flow in fiscal 2025 and 2026, supporting our leverage reduction goals. Finally, our commitment to sustainability and corporate culture earned significant external recognition in fiscal 2024, as detailed in the ESG section below.

Looked at in total, in 2024 we advanced our strategic goals while maintaining our commitment to stakeholder well-being. Given our achievements and strong performance in a challenging environment, we respectfully seek your support for this year's say-on-pay proposal.

Before closing, we would also like to welcome John J. Kelley III to our Board of Directors. Mr. Kelley was appointed on August 1, 2024, and brings valuable expertise in governance and cybersecurity from his distinguished career, including his tenure as the General Counsel of Equifax, Inc. for more than a decade.

Entering fiscal 2025, we are well-positioned to achieve our goals through our differentiated product offering, strategic vision, and exceptional team. Thank you for your continued support.

ALLAN P. MERRILL

Chairman, President and Chief Executive Officer

Beazer Homes USA, Inc.

December 20, 2024


Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on February 6, 2025: This proxy statement, along with the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024, are available free of charge on the Company’s website at http://www.beazer.com

PROXY

STATEMENT SUMMARY

This summary provides an overview of the information contained within this proxy statement. We encourage you to read the entire proxy statement prior to voting.

ANNUAL MEETING OF STOCKHOLDERS ROADMAP

ANNUAL MEETING


When:			Thursday, February 6, 2025 8:30 a.m. (Eastern time)			Where:			Hyatt Regency Atlanta Perimeter at Villa Christina 4000 Summit Boulevard Atlanta, Georgia 30319

Stockholders of record as of the close of business on December 12, 2024 are entitled to notice of, and to vote at, the annual meeting.

We are pleased to announce that we are delivering your proxy materials for the 2025 annual meeting of stockholders via the Internet. Because we are delivering proxy materials via the Internet, the Securities and Exchange Commission requires us to mail a letter to our stockholders notifying them that these materials are available on the Internet and how these materials may be accessed. This letter, which we refer to as our “Notice and Access Letter,” will be mailed to our stockholders on or about December 20, 2024.

Our Notice and Access Letter will instruct you on how to access and review our proxy statement for the 2025 annual meeting of stockholders and our annual report for the fiscal year ended September 30, 2024. It will instruct you on how you may vote your proxy via the Internet, or how you can request a full set of printed proxy materials, including a proxy card to return by mail. If you would like to receive printed proxy materials, you should follow the instructions contained in our Notice and Access Letter. Unless requested, you will not receive printed proxy materials by mail.

Your vote is important. Whether or not you plan to attend the annual meeting, we encourage you to vote as soon as possible.

VOTING MATTERS


PROPOSAL	BOARD’S VOTING RECOMMENDATION	PAGE REFERENCE
Election of directors	For Each Nominee	16
Ratification of appointment of independent auditors	For	23
Approval of an advisory vote on executive compensation	For	25


			i

2024 BUSINESS HIGHLIGHTS

Here are several highlights of our financial and operational achievements in fiscal 2024 in comparison to fiscal 2023:


			FINANCIAL
			$2.33 BILLION			Revenue
						Achieved a year-over-year increase in revenue of over 5%
			$140.2 MILLION			Net Income
						Generated net income from continuing operations of $140.2 million, compared to $158.7 million in fiscal 2023
			$243.4 MILLION			Adjusted EBITDA
						Achieved $243.4 million in Adjusted EBITDA, compared to $272.0 million in fiscal 2023
			$1.025 BILLION			Total Debt
						Refinanced senior notes scheduled to mature in March 2025 by issuing $250.0 million in senior notes scheduled to mature in March 2031

			OPERATIONAL
			2.4 SALES PACE			Sales Pace Achieved average monthly home sales pace per community of 2.4, a decrease of 5.6%
			$776.5 MILLION			Land Acquisition and Land Development Spending
						Spent $776.5 million on land acquisition and land development, an increase of 35.5%
			$797.2 MILLION			Dollar Value of Backlog
						Ended the year with dollar value of homes in backlog of $797.2 million, representing 1,482 homes, compared to $886.4 million, representing 1,711 homes at the end of fiscal 2023
			$515,300			Average Selling Price
						Average selling price for our homes was $515,300, reflecting a decrease of 0.5%
			144 COMMUNITIES			Average Active Community Count
						Average active community count was 144, an increase of 15.7%
			28,538 LOTS			Number of Controlled Lots
						Ended the year with 28,538 lots controlled either through ownership or options to purchase, an increase of 9.0%


Please see Annex I for a reconciliation of non-GAAP measures to GAAP measures. Statements regarding goals, aspirations, strategies or future initiatives and their expected results, including those contained in the Letter from our Chairman, are forward-looking statements, which involve known and unknown risks, uncertainties and other factors described in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024.


			ii

CORPORATE

GOVERNANCE HIGHLIGHTS (PGS. 10-15)

Annual election of all directors

Double triggers for both cash severance and accelerated vesting of equity upon a change of control

Significant director refreshment during fiscal 2024 with the retirement of two directors and the appointment of three new directors.

Robust and thorough Board, committee and director evaluation practices to enhance effectiveness

Majority vote standard for the election of directors, with a director resignation policy

Long-standing stockholder engagement practices

Meaningful officer and director stock ownership and holding requirements

No tax gross-ups in connection with severance or change of control

Clawbacks of incentive awards upon certain events, including restatements, in accordance with SEC rules and NYSE listing requirements

Board and Board committee engagement and oversight on all ESG matters

Policies against hedging, pledging and stock option repricing

STOCKHOLDER

ENGAGEMENT

We are committed to a robust stockholder engagement program. Our Board values our stockholders’ perspectives. Feedback from stockholders on our business, executive compensation program and ESG matters represent important considerations for Board discussions throughout the year. Over the course of the year, we held more than 210 meetings with investors.

Our Board maintains a process for stockholders and interested parties to communicate with the Board. Stockholders and interested parties may write or call our Board as provided under “Reporting of Concerns to Independent Directors” on page 15.


			iii

BOARD

NOMINEES (PGS. 16-20)

Below are the directors nominated for election by stockholders at the annual meeting. The Board recommends a vote “FOR” each of the directors.

AGE

SERVING SINCE

PRINCIPAL OCCUPATION

INDEPENDENT

Lloyd E. Johnson

2021

Former Global Managing Director, Finance and Internal Audit
Accenture Corporation

Yes

John J. Kelley III

2024

Chief Legal Officer and Executive Vice President
Equifax Inc.

Yes

Allan P. Merrill*

2011

President and Chief Executive Officer
Beazer Homes USA, Inc.

Peter M. Orser

2016

Former President and Chief Executive Officer
Weyerhaeuser Real Estate Company

Yes

Norma A. Provencio**

2009

President and Owner
Provencio Advisory Services Inc.

Yes

June Sauvaget

2024

Vice President, EMEA Marketing
Netflix, Inc.

Yes

Danny R. Shepherd

2016

Former Vice Chairman, Senior Vice President, Executive Vice President and Chief Operating Officer
Vulcan Materials Company

Yes

Alyssa P. Steele

2024

Chief Executive Officer
Rugs USA, LLC

Yes

C. Christian Winkle

2019

Former Chief Executive Officer
Sunrise Senior Living

Yes

*Chairman

**Lead Director


			iv

KEY

QUALIFICATIONS

The following are several of the key qualifications, skills and experience of our Board nominees that we believe are uniquely important to our business.

Director

Homebuilding/Construction Industry Experience

CEO/COO Experience

CFO/Accounting/Finance Experience

Public Company Board Experience

Corporate Governance/Ethics Experience

Risk Management Expertise

Marketing/Sales Expertise

ESG Expertise

Johnson

Kelley

Merrill

Orser

Provencio

Sauvaget

Shepherd

Steele

Winkle

Total

The lack of a designation for a director under a category in the above chart does not mean that he or she does not possess that particular qualification, skill or experience. The marks above simply indicate that the characteristic is one for which the director is especially well known among our Board.

We believe our Board reflects the broad expertise and perspective needed to govern our business and constructively engage with senior management.

HOW

WE PAY

Our executive compensation program is composed of the following elements:

Base salary

Long-term incentive compensation, with the majority of target award opportunities tied to multi-year performance goals and payable in stock and cash, as well as restricted stock

Short-term incentive compensation, based on performance against multiple financial and operational measures aligned with strategic priorities

Benefits available to all employees


			v

2024

EXECUTIVE COMPENSATION HIGHLIGHTS

Base Salaries (PG. 35)

Mr. Merrill's base salary for fiscal 2024 was $1,030,000, which was unchanged from fiscal 2023; Mr. Goldberg's base salary for fiscal 2024 was increased by 5.5% to $625,000; and Mr. Belknap's base salary for fiscal 2024 was $592,250, which was unchanged from fiscal 2023. With the exception of Mr. Dunn, whose target total compensation is intended to be subject to a multi-year upward adjustment process associated with his appointment as the Company's Senior Vice President, General Counsel and Corporate Secretary, the salaries for our named executive officers (NEOs) were approved by the Human Capital Committee to closely align with the 2024 Peer Group 50th percentile market values, individually and in the aggregate.

In connection with his retirement, Mr. Belknap continued to receive his base salary through the end of fiscal 2024. Additionally, in connection with Mr. Dunn's appointment as the Company's Senior Vice President, General Counsel and Corporate Secretary, effective August 1, 2024, the Board, based on the recommendation of the Committee, adjusted his base salary to $350,000. In doing so, the Board and the Committee considered, among other factors, the roles and responsibilities that Mr. Dunn would have in his new position with the Company, his prior experience and knowledge of the Company and Mr. Merrill's recommendation regarding Mr. Dunn's base salary. Mr. Dunn's weighted average base salary for fiscal 2024 was $285,408.

Short-Term Incentive Opportunities (PGS. 36-38)

For fiscal 2024, the target short-term incentive award opportunity (expressed as percentages of base salary) for Mr. Merrill was increased to 225% compared to 200% in fiscal 2023. The target short-term incentive award opportunity for Mr. Goldberg was increased to 135% in fiscal 2024 compared to 125% in fiscal 2023. These increases in target short-term award opportunities for Messrs. Merrill and Goldberg were made to align target award opportunities and target total annual cash compensation more closely with the peer group 50th percentile market values. The target short-term incentive award opportunity for Mr. Belknap in fiscal 2024 was 125%, which was unchanged from fiscal 2023.

In connection with his retirement, Mr. Belknap remained eligible to receive his short-term incentive award based on the Company's actual performance for fiscal 2024. With respect to Mr. Dunn, the Board, based on the recommendation of the Committee, approved increasing his target short-term incentive award opportunity (expressed a percentage of base salary) to 75% of his base salary for the period beginning on August 1, 2024 through the end of fiscal 2024, and his weighted average short-term incentive award opportunity for fiscal 2024 was 45%.

The Committee determined that our NEOs would be eligible to receive an award for the operational components of the 2024 short-term bonus opportunity only if threshold Bonus Plan EBITDA (defined on page 29) was achieved. The Committee retained the discretion to deduct from awards earned for any reason.

Long-Term Incentive Opportunities (PGS. 39-43)

For the 2022-2024 long-term incentive performance period, target long-term incentive opportunities (expressed as a percentage of base salary) were 300% for Mr. Merrill, 175% for Mr. Goldberg, 175% for Mr. Belknap, and 25% for Mr. Dunn. Based on recommendations from Pearl Meyer, and in an effort to help manage equity plan share usage while continuing to tie the majority (two-thirds) of long-term award opportunities to multi-year performance goals, the Committee utilized a three-component award mix consisting of a performance-based cash award, a performance-based stock award and a time-based restricted stock award, each equaling one-third of the total long-term incentive target award opportunity.

For the 2024-2026 long-term performance period, the target incentive award opportunities (expressed as a percentage of base salary) are 300% for Mr. Merrill, 200% for Mr. Goldberg, 125% for Mr. Belknap and 25% for Mr. Dunn. Mr. Merrill's and Mr. Dunn's target opportunities are the same as they are for the 2023-2025 long-term performance period, while Mr. Goldberg's target opportunity increased from 175% and Mr. Belknap's target opportunity decreased from 175%. As with the award opportunities for the previous three performance periods, the Committee utilized a three-component award mix


			vi

for this performance period, but, as it did for the 2023-2025 performance period, the mix consists of 40% performance-based cash, 30% performance-based stock and 30% time-based restricted stock to help further manage equity plan share usage and dilution, while continuing to tie the majority of target award opportunities to multi-year goals.

For each of these long-term incentive performance periods, the Committee continued to include a relative total shareholder return (TSR) modifier to NEO performance-based awards, which could result in an adjustment to any earned awards. For the 2022-2024 performance period, this TSR modifier could result in adjustment to earned awards of up to +/- 20%. Beginning with the 2023-2025 performance period awards, the Committee expanded the potential TSR adjustment factor to +/- 30%; therefore, for the 2024-2026 performance period, the potential TSR modifier could result in adjustment to earned awards of up to +/- 30%.

In connection with his retirement, Mr. Belknap was entitled to a pro rata vesting of unvested long-term incentive opportunities granted to him through the end of fiscal 2024. Mr. Belknap, however, will not receive payment of any of the vested performance shares or performance cash unless and until such time as these awards are actually earned under the terms of their respective plans. Additionally, in connection with Mr. Dunn's appointment as the Company's Senior Vice President, General Counsel and Corporate Secretary, Mr. Dunn also received a one-time grant of 3,345 shares of restricted stock, vesting ratably over a three-year period, beginning on the first anniversary of August 1, 2024. The number of shares was determined by dividing $100,000 by the average daily closing price of a share of common stock for the 30 consecutive trading days on the NYSE ending on August 1, 2024, rounded down to the nearest whole number.

COMPENSATION OUTCOMES (PGS. 37-38 and 41-42)

Compensation outcomes from performance incentives were well-aligned with Company and management team performance during fiscal 2024. Based on actual vs. planned outcomes for the financial and operational performance factors, our NEOs earned 60% of target short-term incentive award opportunities, representing approximately a 36.8% decrease in short-term incentive award payout year-over-year. As described more fully in the Compensation Discussion and Analysis section below, the large majority (60%) of short-term incentive award opportunities for our NEOs were tied to Bonus Plan EBITDA. The actual results for this metric exceeded the threshold achievement, but were below the target achievement level.

For the 2022-2024 long-term incentive performance period, results for one of the three performance metrics were above the superior performance levels, while the results for the other two performance metrics were below threshold, which yielded a total payout equal to 80% of the target award opportunity after applying a negative 20% TSR modifier. Metrics for this performance period included cumulative pre-tax income, return on assets and a metric directly linking the average Home Energy Rating System (HERS®) results for all homes closed by the Company during fiscal 2024, which were then collectively subject to the TSR modifier based on the Company's three-year relative TSR performance vs. the TSR Peer Group (as defined on page 42).

RATIFICATION OF

INDEPENDENT AUDITORS (PG. 23)

Although stockholder ratification is not required, the appointment of Deloitte & Touche LLP as the Company’s independent auditors for fiscal 2025 is being submitted for ratification at the annual meeting because the Board believes doing so is a good corporate governance practice. The Board recommends a vote “FOR” the ratification of Deloitte & Touche LLP as the Company’s independent auditors.


			vii

TABLE OF

CONTENTS


PROXY STATEMENT SUMMARY			i
PROXY STATEMENT			1
General			1
Purpose of the Annual Meeting			1
Who Can Vote			1
How to Vote			2
Revoking a Proxy			2
Quorum			3
Votes Needed			3
Who Counts the Votes			3
Expenses of Solicitation			4
ESG - ENVIRONMENTAL, SOCIAL AND GOVERNANCE			5
ESG - ENVIRONMENTAL HIGHLIGHTS			5
ESG - SOCIAL HIGHLIGHTS			7
ESG - CORPORATE GOVERNANCE OVERVIEW			10
Director Independence			10
Board Leadership Structure and Governance Practices			10
Standing Committees and Meetings of the Board of Directors			12
Audit Committee			13
Governance Committee			13
Human Capital Committee			14
Finance and Development Committee			14
Committee Charters and Other Information			14
Director, Board and Committee Evaluations			14
Director Qualifications			15
Procedures Regarding Director Candidates Recommended by Stockholders			15
Reporting of Concerns to Independent Directors			15
PROPOSAL 1 — ELECTION OF DIRECTORS			16
NON-EMPLOYEE DIRECTOR COMPENSATION			21
PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			23
REPORT OF THE AUDIT COMMITTEE			24
PROPOSAL 3 — APPROVAL OF AN ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			25
COMPENSATION DISCUSSION AND ANALYSIS			26
Introduction			26
CD&A OVERVIEW			26
Who We Are			26
2024 Business Highlights			28
Fiscal 2024 Compensation Highlights			30


			viii


OUR OVERALL COMPENSATION PHILOSOPHY AND OBJECTIVES			32
Core Principles and Key Objectives			32
Pay for Performance			33
Pay Best Practices			33
Role of the Human Capital Committee, Management and Compensation Consultants			34
Peer Groups and Data			34
ELEMENTS OF FISCAL 202 4 COMPENSATION PROGRAM			35
Consideration of Say on Pay Votes			35
Base Salary			35
Short-Term Incentive Compensation			36
Long-Term Incentive Compensation			39
Benefits			43
Stock Ownership and Holding Requirements			44
Insider Trading Compliance Policy			44
Compensation Clawback Policy			44
Risk Considerations In Our Compensation Programs			45
Policies and Practices Related to the Timing of Equity Awards			45
REPORT OF THE HUMAN CAPITAL COMMITTEE			46
EXECUTIVE COMPENSATION			47
Summary Compensation Table			47
All Other Compensation			48
Grants of Plan-Based Awards Table			48
Outstanding Equity Awards at Fiscal Year End Table			50
Option Exercises and Stock Vested Table			51
Non-Qualified Deferred Compensation Table			51
Potential Payments Upon Termination or Change of Control			52
Pay Ratio			54
Pay vs. Performance			55
SECURITY OWNERSHIP			59
Greater Than 5%Beneficial Owners			59
Executive Officers and Directors			60
EXECUTIVE OFFICERS BIOGRAPHICAL INFORMATION			61
TRANSACTIONS WITH RELATED PERSONS			62
PROPOSALS FOR THE NEXT ANNUAL MEETING			62
OTHER INFORMATION			63
ANNEX I — NON-GAAP RECONCILIATION			A


			ix

PROXY

STATEMENT

GENERAL

This proxy statement contains information about the 2025 annual meeting of stockholders of Beazer Homes USA, Inc. In this proxy statement, both “Beazer” and the “Company” refer to Beazer Homes USA, Inc. This proxy statement and the enclosed proxy card are being made available to you by the Company’s Board of Directors starting on or about December 20, 2024.

PURPOSE OF THE ANNUAL MEETING

At the Company’s annual meeting, stockholders will vote on the following matters:


l			Proposal 1: election of directors;

l			Proposal 2: ratification of appointment of Deloitte & Touche LLP as the Company’s independent auditors;

l			Proposal 3: approval of an advisory vote on the compensation of the Company’s named executive officers;

l			Transaction of any other business that properly comes before the meeting or any adjournments or postponements thereof. As of the date of this proxy statement, the Company is not aware of any other business to come before the meeting.

WHO CAN VOTE

Only stockholders of record holding shares of Beazer common stock at the close of business on the record date, December 12, 2024, are entitled to receive notice of the annual meeting and to vote the shares of Beazer common stock they held on that date. A complete list of stockholders entitled to vote at the annual meeting will be available for examination by any Beazer stockholder at 2002 Summit Boulevard NE, 15th Floor, Atlanta, Georgia 30319, for purposes relating to the annual meeting, during normal business hours for a period of ten days before the meeting.

As of December 12, 2024, there were 31,202,739 shares of Beazer common stock issued and outstanding. Holders of Beazer common stock are entitled to one vote per share and are not allowed to cumulate votes in the election of directors.


			1

HOW TO VOTE

If your shares of Beazer common stock are held by a broker, bank or other nominee (in “street name”), you will receive instructions from them on how to vote your shares. As further described below, if your shares are held in street name and you do not give your broker, bank or other nominee specific instructions on how to vote your shares, the entity holding your shares may vote them at its discretion on any “routine” matters; however, your shares will not be voted on any “non-routine” matters. An absence of voting instructions on any “non-routine” matters will result in a “broker non-vote.”

The only “routine” matter to be acted upon at the annual meeting is Proposal No. 2: ratification of appointment of Deloitee & Touche LLP as the Company’s independent auditors. All other matters to be acted upon at the annual meeting are “non-routine” matters. Accordingly, if you hold all or any portion of your shares in street name and you do not give your broker, bank or other nominee specific instructions on how to vote your shares, your shares will not be voted on any of the following “non-routine” matters:


l			Proposal 1: election of directors;
l			Proposal 3: approval of an advisory vote on the compensation of the Company’s named executive officers; and

If you hold shares of Beazer common stock in your own name (as a “stockholder of record”), you may vote your shares:


			over the Internet by following the instructions provided in the Notice of Internet Availability of Proxy Materials;
			if you requested to receive printed proxy materials, by using the toll-free telephone number listed on the enclosed proxy card (specific directions for using the telephone voting system are included on the proxy card); or
			if you requested to receive printed proxy materials, by marking, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Whichever method you use, your shares of Beazer common stock will be voted as you direct. If you designate the proxies named in these proxy materials to vote on your behalf, but do not specify how to vote your shares, they will be voted:


l			FOR the election of the director nominees;
l			FOR the ratification of appointment of Deloitte & Touche LLP as the Company’s independent auditors;
l			FOR approval of the compensation of the Company’s named executive officers;
l			In accordance with the judgment of the persons designated or named as proxies on any other matter properly brought before the meeting or any adjournments or postponements of the annual meeting.

REVOKING A PROXY

You may revoke your proxy by submitting a new proxy with a later date by Internet, telephone or mail (if applicable), by voting at the meeting, or by filing a written revocation with Beazer’s corporate secretary. Your attendance at the annual meeting alone will not automatically revoke your proxy. If you vote in advance using one of the above methods, you may still attend and vote at the meeting.


			2

QUORUM

A majority of the shares of Beazer common stock outstanding and entitled to vote on the record date will constitute a quorum, permitting the business of the annual meeting to be conducted. If your shares are present in person or by proxy, your shares will be part of the quorum.

VOTES NEEDED

Election of Directors

You may vote FOR or AGAINST any or all director nominees or you may ABSTAIN as to one or more director nominees. In order to be elected, the number of votes FOR a director must exceed the number of votes AGAINST such director. As set forth in our bylaws, only votes FOR or AGAINST the election of a director nominee will be counted. ABSTENTIONS and broker non-votes count for quorum purposes, but not for purposes of the election of directors. A vote to ABSTAIN is not treated as a vote FOR or AGAINST and will have no effect on the outcome of the vote.

Ratification of Appointment of Independent Auditors

You may vote FOR or AGAINST the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditors or you may ABSTAIN. A majority of the shares of common stock present in person or represented by proxy at the annual meeting and entitled to vote must be voted FOR approval of this matter in order for it to pass. Votes cast FOR or AGAINST and ABSTENTIONS with respect to this matter will be counted as shares entitled to vote on the matter. Broker non-votes are not applicable to this matter. A vote to ABSTAIN will have the effect of a vote AGAINST the matter.

Approval of an Advisory Vote on the Compensation of Our Named Executive Officers

You may vote FOR or AGAINST the approval of the compensation of our named executive officers or you may ABSTAIN. A majority of the shares of common stock present in person or represented by proxy at the annual meeting and entitled to vote must be voted FOR approval of this matter in order for it to pass. Votes cast FOR or AGAINST and ABSTENTIONS with respect to this matter will be counted as shares entitled to vote on the matter. Broker non-votes will not be counted as shares entitled to vote on this matter. A vote to ABSTAIN will have the effect of a vote AGAINST the matter. As an advisory vote, this proposal is not binding. However, our Board and Human Capital Committee will consider the outcome of this vote when making future compensation decisions for our executive officers.

Other Business

The affirmative vote of a majority of the shares cast at the annual meeting is required for approval of any other business that may properly come before the meeting or any adjournments or postponements thereof. Only votes FOR or AGAINST approval of any other business will be counted. Abstentions and broker non-votes count for quorum purposes, but not for the voting on the approval of such other business.

WHO COUNTS THE VOTES

Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes and act as inspectors of the election.


			3

EXPENSES OF SOLICITATION

Expenses incurred in connection with the solicitation of proxies will be paid by the Company. In addition, we have engaged MacKenzie Partners, Inc. to assist in the solicitation of proxies. We anticipate that the costs associated with this engagement will be approximately $20,000 plus costs and expenses incurred by MacKenzie. We will reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for costs incurred in connection with this solicitation.


			4

ESG

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

In November 2023, each of the Board’s committee charters, as well as the Company’s Corporate Governance Guidelines, were revised to enhance and clarify the Board’s approach to oversight of ESG matters by reallocating appropriate oversight responsibility to its committees for those specific ESG matters that align with their role and responsibilities. During fiscal 2024, we published our 2023 Sustainability Report, which can be found on our website, www.beazer.com, and describes key sustainability and corporate social responsibility topics relevant to the Company, our initiatives related to those topics and our progress with respect to those initiatives. The following overview of our ESG Program highlights our key initiatives, as well as some of our most recent ESG-related accomplishments.

ESG

ENVIRONMENTAL HIGHLIGHTS

RESOURCE EFFICIENCY AND HEALTHIER LIVING

In 2024, we further built on our reputation and commitment to build homes that lessen the negative impacts on our environment and create durable and growing value for our customers. We continue to work with industry-leading partners who value innovation and quality while embracing environmentally friendly processes and objectives. We also use advanced construction practices and materials designed to provide our customers with lower carbon producing, energy-efficient homes that have demonstrated high-performance and lower costs of ownership. Examples of our commitment to the environment include our approach to land acquisition, planning and development, our Zero Energy Ready commitment described below and our adoption of third-party programs such as the U.S. Department of Energy's (DOE) Zero Energy Ready Home ProgramTM and the U.S. Environmental Protection Agency's (EPA) ENERGY STAR® and Indoor AirPlus® programs.

In 2024, we received the 2024 ENERGY STAR Partner of the Year—Sustained Excellence Award from the EPA for the ninth consecutive year. As reported at www.energystar.gov, ENERGY STAR homes are at least 10% more efficient than homes built to code.

We incorporate high-quality, energy efficient products into our homes, enhancing air and water sealing processes. Since 2010, we have installed EPA-certified WaterSense fixtures in 100% of our homes to provide homeowners with increased water efficiency.

In 2023, we became the first national homebuilder to receive the EPA's Indoor AirPlus Leader Award, and were honored to again receive this award in 2024. This annual award recognizes industry-leading organizations who promote safer, healthier, and more comfortable indoor environments by participating with Indoor AirPlus and offering enhanced indoor air quality protections for new home buyers.


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ENERGY EFFICIENCY RATING

The Home Energy Rating System (HERS®) is the industry-leading homebuilding scoring system developed by the Residential Energy Services Network (RESNET) for inspecting and calculating a home’s energy performance after construction is complete. The HERS methodology measures the energy efficiency of a home on an easy-to-understand scale: the lower the HERS Index Score, the more energy efficient the home and the more it reduces greenhouse gas (GHG) emissions over its lifetime.

We always report our average HERS Index Scores as "gross" scores. A gross HERS Index Score is a more rigorous standard because it excludes the benefit of renewable energy technologies (for example, a solar-photovoltaic system). The average HERS Index Score for a Beazer home delivered in fiscal 2024 was 42. According to RESNET, a home with a HERS score of 50 is 50% more efficient than a standard new home and 80% more energy efficient than the average resale home.

OUR ZERO ENERGY READY COMMITMENT


			In December 2020, we became the first national homebuilder to publicly commit to ensuring that, by the end of 2025, every home we build will meet the requirements of the DOE's Zero Energy Ready Home Program. By the end of fiscal 2024, over 90% of our home starts met this standard, and during fiscal 2024, we achieved the distinction of having more homes certified under the DOE's Single Family National Program requirements than any other homebuilder. The DOE’s Zero Energy Ready Home program builds upon current HERS standards and the EPA’s ENERGY STAR program while incorporating other building science innovations and practices to achieve greater energy efficiency than a typical new home.
By the end of 2025, every home we build will meet the requirements of the DOE Zero Energy Ready program and have a gross HERS score of 45 or less. Building 100% of our homes as Zero Energy Ready will significantly reduce the amount of GHG emissions produced over the lifespan of our homes. In essence, a Zero Energy Ready home would be net zero energy if a properly sized renewable energy system were attached, generating as much energy as the home consumes. Our Zero Energy Ready commitment represents an entirely new level of quality, comfort and innovation for our customers.


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ESG

SOCIAL HIGHLIGHTS

EMPLOYEES

Health, Safety and Wellness

Our highest priority is the health, safety and well-being of our employees, which we believe is critical to our continued growth and success. We are guided by four non-negotiable principles: safety, integrity, respect and inclusion. We strive to live up to these principles in all aspects of our operations, including life-work balance, career and personal development opportunities, our flexible time-off program and industry-leading parental leave policies.


We require extensive and ongoing training of our team members, including safety training pursuant to our safe practices manual. All field employees and new home counselors are required to complete the certified Occupational Safety and Health Administration (OSHA) 10-hour construction training course. Our commitment to actively engaging with our team members is a key component of our culture. Over 97% of our employees completed our 2024 annual employee engagement survey, and 83% of those

employees responded favorably to the survey's core engagement questions: 1) I believe our company values match our culture; 2) I am proud to work for Beazer Homes; 3) I see myself still working at Beazer Homes in 2 years' time; 4) I would recommend Beazer Homes as a great place to work; 5) Beazer Homes motivates me to go beyond what I would in a similar role elsewhere and 6) I rarely think about looking for a job at another company.


			In fiscal 2024, we were proud to once again be recognized with the Top Workplaces USA award for the entire company, and to receive independent recognition for 9 of our divisions. Top Workplaces recognition is particularly meaningful because winners are chosen from employee feedback gathered through an anonymous survey.

Belonging

We are committed to building a culture in which everyone feels welcome, respected, safe and valued. By embracing such a culture, we will better serve our employees, customers, partners and communities. Our Human Capital Committee and senior leaders oversee our efforts to prioritize and develop strategies, practices and programs to enhance belonging within our organization. As we continue to progress in this area, we are reaching across all facets of our functional and operational areas, including recruitment, employee engagement, retention, employee development and training and promotions.

We are also committed to pay equity and, since 2020, we have utilized a third-party to complete an annual pay parity audit to determine if there are pay disparities across gender or race. If audit results identify any outliers, we examine the circumstances and would take corrective action if warranted. To date, however, no corrective actions have been warranted.


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In fiscal 2024, our percentage of female employees was 43.6%, and 28.0% of our workforce was racially/ethnically diverse. Continuing to increase the diversity of our teams across all levels of our company remains a priority.

CUSTOMERS

Our goal is to provide to our customers homes with extraordinary value at an affordable price. We focus on building efficient homes with quality, high-performing materials while making the construction and purchase process an enjoyable experience. We are committed to our customers receiving consistent and clear communication throughout their purchase and build process, including what is happening next, why it is done that way and how that process helps to provide a quality-built home for them.

In order to ensure that we are living up to our customers' expectations, we conduct a number of internal surveys during the buying process through their first year of home ownership. We have also enrolled in the TrustBuilder® program to conduct independent third-party surveys of our buyers. TrustBuilder contacts 100% of our customers that do not opt out of the process, and 100% of all survey participants are verified new home owners. In 2024, we were pleased to reach the top spot among homebuilders in the TrustBuilder rankings with 4.7 stars. We also posted impressive customer satisfaction and customer recommendation rates of 94% each. You can view all of our TrustBuilder scores and reviews at www.newhomesource.com.

We believe our principles-based approach to engagement with all of our stakeholders is critical to creating durable and increasing value. We are proud to have been included in Newsweek's list of America's Most Trusted Companies for the second consecutive year. Approximately 25,000 U.S. residents were surveyed to compile the list, and three primary pillars of trust were considered: customer trust, investor trust and employee trust.


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COMMUNITIES


Across our Company, Beazer team members are committed to supporting causes that make a difference. From local service activities to Company-wide initiatives, giving back is a central element of our culture, championed by passionate employees and embraced by customers and partners who share our commitment to have a positive impact on the communities we serve.

			Our wholly-owned title insurance agency, Charity Title, donates 100% of its net profits to the Beazer Charity Foundation, our company’s philanthropic arm, which provides donations to national and local nonprofits. In fiscal 2024, the Beazer Charity Foundation provided grants totaling $2.5 million to over 50 local and national charities, including our national charitable partner,
the Fisher House Foundation ("Fisher House"). Each organization we support provides benefits to those in need in the communities in which our customers and employees live and work. Fisher House provides comfort homes where military and veteran families can stay free of charge while a loved one is being treated in a hospital. In fiscal 2024, in addition to the over $1.4 million donated by the Beazer Charity Foundation, our employees, directors and trade partners collectively raised additional funds in excess of $760,000 for the benefit of Fisher House and its affiliated entities.


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ESG

CORPORATE GOVERNANCE OVERVIEW

DIRECTOR INDEPENDENCE

Our Board of Directors has evaluated all business and charitable relationships between the Company and the Company’s directors during fiscal 2024 as required by the Company’s Corporate Governance Guidelines. As a result of this evaluation, the Board has determined that each non-employee director (each director other than Mr. Merrill) is an “independent director” as defined by the standards for director independence established by applicable laws, rules and listing standards including the standards for independent directors established by The New York Stock Exchange (NYSE) and the Securities and Exchange Commission (SEC). The Company’s Corporate Governance Guidelines are available on the Company’s website at beazer.com.

The Corporate Governance Guidelines require that non-employee directors meet in executive session as part of each regularly scheduled meeting of the Board. These executive sessions are called and chaired by our Lead Director. Under our Corporate Governance Guidelines, the Lead Director is an independent director who is elected by the affirmative vote of a majority of the independent directors. In addition to chairing executive sessions of the independent directors, the Lead Director discusses with the other independent directors management’s proposed meeting agendas for meetings of the Board and reviews approved meeting agendas with our Chief Executive Officer, leads the discussion with our Chief Executive Officer following the independent directors' executive sessions and leads periodic discussions with other directors and management concerning the Board's information needs.

BOARD LEADERSHIP STRUCTURE AND GOVERNANCE PRACTICES

Board Leadership Structure

Our Board regularly reviews all aspects of its governance profile, including its leadership structure. As part of this review, our Board has determined that a combined CEO-Chairman coupled with an empowered and independent Lead Director is the most appropriate corporate governance structure for the Company and its stockholders at this time.

Mr. Merrill was appointed as Chairman and continues to serve as Chairman because of his leadership skills, experience in and knowledge of the homebuilding sector — including his leadership and experience as former Chair of the Policy Advisory Board of the Joint Center for Housing Studies at Harvard University and as former Chair of the Leading Builders of America, an industry trade association, and his service as a member of the Freddie Mac Board of Directors. In addition, the Board recognized Mr. Merrill’s exemplary tenure at the Company — which now includes more than 17 years of service, including over 13 years as President and CEO. The Board believes that Mr. Merrill’s continued leadership best positions the Company to achieve its long-term strategic objectives.

The independent directors of the Board appointed Ms. Provencio as Lead Director because she possesses the experience, qualities and skills necessary for the role, including high personal integrity and a readiness to challenge management when appropriate, drawing on more than 30 years of experience in the public accounting field and 15 years of service to the Board. Our Board believes Ms. Provencio is highly qualified to discharge responsibilities that are consistent with the duties of an independent Lead Director, including presiding at all meetings of independent directors, consulting on all meeting schedules and agendas, being available for direct consultation with the Company’s stockholders, and assisting with the Board’s thorough CEO evaluations, Board evaluations and succession planning activities. For more information on the role and responsibilities of our Lead Director, see Exhibit A (“Lead Director Role and Responsibilities”) to our Corporate Governance Guidelines, which are available on the Company’s website at beazer.com.


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Our Board believes that its leadership structure, together with the Company’s already strong corporate governance practices, creates a productive relationship between the Board and management, including strong independent oversight. Our Board will continue to review its leadership structure regularly.

Majority Vote Standard and Director Resignation Policy

Our Bylaws and Corporate Governance Guidelines provide a majority voting standard for the election of directors in uncontested elections. Director nominees will be elected if the votes cast for such nominee exceed the number of votes cast against such nominee. In the event that (i) a stockholder proposes a nominee to compete with nominees selected by our Board, and the stockholder does not withdraw the nomination prior to our mailing the notice of the stockholders meeting, or (ii) one or more directors are nominated by a stockholder pursuant to a solicitation of written consents, then directors will be elected by a plurality vote.

The Corporate Governance Guidelines provide that our Board will only nominate candidates who tender their irrevocable resignations, which are effective upon (i) the candidate not receiving the required vote at the next annual meeting at which they face reelection and (ii) our Board accepting the candidate’s resignation. In the event that any director does not receive a majority vote, then pursuant to our Corporate Governance Guidelines, the Governance Committee will act on an expedited basis to determine whether to accept the director’s resignation and will submit its recommendation to the Board. In deciding whether to accept a director’s resignation, the Board and the Governance Committee may consider any factors that they deem relevant. Our Corporate Governance Guidelines also provide that the director whose resignation is under consideration will abstain from the deliberation process. All candidates standing for reelection at the annual meeting have tendered such resignations.

Risk Oversight

Effective risk oversight is a priority for our Board. The goal of the Company’s risk management process is to understand and manage key strategic and operational risks, identified as having a material impact on the Company, in accordance with the Board’s tolerance for risk. The entire Board oversees and engages with senior executives with respect to overall ESG oversight, including in regards to the Company’s ESG strategy, risks and opportunities, and objectives and commitment progress, as well as crisis management and response. Each of the Board’s committees report up to the Board on the risk categories they oversee, as more fully described below.

Our Board has delegated primary responsibility for overseeing our risk management process to the Audit Committee. The Audit Committee oversees our risk identification and mitigation processes and specifically oversees management of our financial, legal and fraud policies, as well as our regulatory compliance and cybersecurity risks, and ESG reporting and supply chain matters. This includes regular evaluation of risks related to the Company’s financial statements, including internal controls over financial reporting. Members of management, including our Chief Financial Officer, General Counsel, Compliance Officer and Director of Internal Audit, report to the Audit Committee on a quarterly basis regarding on-going risk management activities. In addition, the Audit Committee and the full Board receive regular reports from our Chief Information Officer and Chief Information Security Officer, as well as other members of senior management regarding their assessment of cybersecurity and related risks to the Company, as well as ongoing cybersecurity initiatives. The Audit Committee also oversees the internal audit function and our independent auditors and meets on at least a quarterly basis with our Compliance Officer, Director of Internal Audit and representatives of our independent auditors as part of this oversight responsibility.

Our Human Capital Committee periodically reviews our compensation philosophy and program designs to help ensure that our compensation programs, including those applicable to our executives, do not encourage inappropriate risk taking that could have a materially adverse impact on the Company. The Human Capital Committee works with its independent compensation consultant, Pearl Meyer, to structure executive compensation plans that are appropriately aligned with key financial, operational and strategic objectives, company performance and stockholder interests. The Human Capital Committee is also responsible for oversight of risks relating to the Company’s human capital strategies, programs and practices. For more information on risk considerations in our compensation programs, please see “Compensation Discussion and Analysis — Elements of Fiscal 2024 Compensation Program — Risk Considerations in Our Compensation Programs” below.


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Our Finance and Development Committee oversees risks relating to liquidity, capital structure, investments and resource allocation, including land acquisition and development and community and product sustainability. The Finance and Development Committee, as well as the Board as a whole, reviews our long-term strategic plans, annual budget, capital commitments, cash needs and funding plans. Management is responsible for identifying and managing these risks, while directors provide oversight to management in this process.

Our Governance Committee oversees risks relating to governance matters, including the Company’s overall approach to, and prioritization of, ESG matters and corporate responsibility. The Governance Committee also oversees our ethics program, including implementation of our Code of Business Conduct and Ethics, and compliance by directors and management with the corporate governance and ethics standards of the Company. Additionally, the Governance Committee, among other things, is responsible for the identification of director candidates, recommending director nominees to the full Board, the training and orientation of directors, recommending to the full Board the appropriate size and composition of the Board and each of its committees.

STANDING COMMITTEES AND

MEETINGS OF THE BOARD OF DIRECTORS

The four standing committees of the Board are the Audit Committee, Governance Committee, Human Capital Committee and Finance and Development Committee. The table below indicates the committee memberships of each of our directors during fiscal 2024 and the number of scheduled Board and committee meetings held during the year. Each of our directors attended 100% of the regularly scheduled Board and committee meetings during the period they were on the board. Actions taken by these committees are reported to the Board of Directors at the next Board meeting. Although the Company does not have a formal policy regarding attendance by our directors at the annual meeting of stockholders, all directors that were standing for election attended the Company’s 2024 annual meeting of stockholders held on February 8, 2024.

BOARD

AUDIT

HUMAN CAPITAL

GOVERNANCE

FINANCE AND DEVELOPMENT

Lloyd E. Johnson

John J. Kelley III

Allan P. Merrill

Peter M. Orser

Norma A. Provencio*

June Sauvaget

Danny R. Shepherd

Alyssa P. Steele

C. Christian Winkle

Number of Meetings in 2024

lChair

* Lead Director

As previously noted, in November 2023, each of the Board’s committee charters, as well as the Company’s Corporate Governance Guidelines, were revised to enhance and clarify the Board’s approach to oversight of ESG matters by reallocating appropriate oversight responsibility to its committees for those specific ESG matters that align with their current responsibilities. These ESG-related oversight responsibilities are included in the sections discussing the oversight responsibilities of our committees below.


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AUDIT COMMITTEE

Our Audit Committee assists the Board in its oversight responsibility relating to:


l			The integrity of the Company’s consolidated financial statements, accounting and financial reporting processes, and systems of internal controls over accounting and financial reporting;
l			The Company’s compliance with legal and regulatory requirements;
l			The independent auditor’s qualifications, independence and performance, including sole authority for appointment, compensation, oversight, evaluation and termination;
l			The performance of the Company’s internal audit function;
l			The Company's risk management and assessment approach;
l			The report of the Audit Committee required by the rules of the SEC, as included in this proxy statement;
l			The review and prior approval of any related party transactions and conflicts of interest; and
l			The quality, reliability and integrity of the Company's ESG reporting and supply chain corporate responsibility; and
l			The fulfillment of the other responsibilities set out in its charter.

Our Board has determined that all members of the Audit Committee are “financially literate” under NYSE rules and three of the four current members of the Audit Committee also qualify as financial experts, as defined in Item 407 of Regulation S-K under the Securities Act of 1933, as amended (Securities Act). Our Board also has reviewed the composition of the Audit Committee pursuant to the rules of the SEC and NYSE governing audit committees and confirmed that all members of the Audit Committee are independent under such rules.

GOVERNANCE COMMITTEE

As described further below, the duties of our Governance Committee include recommending to the Board the slate of director nominees submitted to stockholders for election at each annual meeting and proposing qualified candidates to fill vacancies on the Board. The Governance Committee is also responsible for developing corporate governance principles for the Company, overseeing the evaluation of the Board of Directors, and oversight of the Company's overall approach to ESG matters, corporate responsibility, public policy and political activities.

The Governance Committee considers director nominee recommendations from executive officers of the Company, independent members of the Board and stockholders of the Company, as well as recommendations from other interested parties. The Governance Committee may also retain an outside search firm to assist it in finding appropriate nominee candidates. Stockholder recommendations for director nominees received by the Company’s corporate secretary (at the address for submitting stockholder proposals and nominations set forth under the heading “Procedures Regarding Director Candidates Recommended by Stockholders” below) are forwarded to the Governance Committee for consideration.

Our Board has reviewed the composition of the Governance Committee pursuant to the rules of the NYSE governing nominating and governance committees and confirmed that all members of the Governance Committee are “independent” under such rules.


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HUMAN CAPITAL COMMITTEE

Our Human Capital Committee reviews the Company’s management resources and structure and administers the Company’s cash- and stock-based compensation programs for directors and management, which includes our NEOs.

Our Human Capital Committee is also responsible for oversight of the Company's management of human capital matters, including diversity, inclusion and belonging, culture and employee engagement, growth and development and pay equity.

Our Board has reviewed the composition of the Human Capital Committee pursuant to the rules of the NYSE governing compensation committees and confirmed that all members of the Human Capital Committee are “independent” under such rules.

FINANCE AND DEVELOPMENT COMMITTEE

Our Finance and Development Committee provides assistance to the Board by reviewing from time to time matters concerning corporate finance, including equity and debt financings, acquisitions and divestitures, share and debt repurchases and dividend policy.

Our Finance and Development Committee is also responsible for oversight of the Company’s strategy and objectives with respect to land development, including as it relates to the environmental impact of land development efforts and community and product sustainability matters, and effectiveness of the Company’s allocation and utilization of capital resources.

COMMITTEE CHARTERS AND OTHER INFORMATION

Interested parties may access electronic copies of the charters of our Audit Committee, Governance Committee, Human Capital Committee and Finance and Development Committee at beazer.com. Our Corporate Governance Guidelines and our Code of Business Conduct and Ethics, which meet the requirements of a code of ethics under applicable SEC regulations and NYSE standards, are also available on the Company’s website. Printed copies of any of these documents may be requested by writing to the Company’s corporate secretary at 2002 Summit Boulevard, 15th Floor, Atlanta, Georgia 30319.

DIRECTOR, BOARD AND COMMITTEE EVALUATIONS

Our Board recognizes that a robust and thorough evaluation process is an important element of corporate governance and enhances our Board’s effectiveness. Therefore, each year, the Governance Committee oversees the evaluation process, which includes personal interviews with each director during which the performance of individual directors, the full Board and the committees of the Board are assessed. Areas of improvement are also solicited during these interviews. These assessments are then reviewed and shared with the full Board during executive session.

In November 2024, our Board engaged a third-party legal advisor to facilitate our evaluation process for fiscal 2024.


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DIRECTOR QUALIFICATIONS

Pursuant to our Corporate Governance Guidelines, the Governance Committee is directed to work with our Board on an annual basis to determine the appropriate qualifications, skills and experience for each director and for our Board as a whole. In evaluating these characteristics, the Governance Committee and our Board take into account many factors, including the individual director’s general understanding of our business on an operational level, as well as his or her professional background and willingness to devote sufficient time to Board duties. Additionally, while the Board may grant exceptions, as a general policy, directors do not typically stand for reelection at or after the age of 74.

Our Board considers diversity of race, ethnicity, gender, age and professional accomplishments in evaluating director candidates. Each individual is evaluated in the context of our Board as a whole, with the objective of recommending a group of nominees that can best promote the success of our business and represent stockholder interests through the exercise of sound judgment based on diversity of experience and background.

When identifying potential director candidates — whether to replace a director who is retiring or has resigned, or to expand the Board to gain additional capabilities — the Governance Committee, in consultation with the full Board, determines the skills, experience and other characteristics that a potential candidate should possess in light of the composition and needs of the Board and its committees. The Governance Committee also considers whether or not the candidate would be considered independent under the applicable NYSE and SEC governance standards.

PROCEDURES REGARDING DIRECTOR CANDIDATES

RECOMMENDED BY STOCKHOLDERS

SEC Form DEF 14A filed by Beazer Homes USA Inc.