DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of th

Securities Exchange Act of 1934

(Amendment No.

)

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

☐

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 Pursuant to §240.14a-12

M/I Homes, 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 all boxes that apply):



☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

4131 Worth Avenue, Suite 500

Columbus, Ohio 43219

April 6, 2023

To Our Shareholders:

The 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of M/I Homes, Inc. (the “Company”) will be held at 9:00 a.m., Eastern Daylight Time, on Wednesday, May 10, 2023. The Annual Meeting will be held solely by remote communication in a virtual-only format. Shareholders will not be able to attend the Annual Meeting in person. The Annual Meeting will be accessible at www.meetnow.global/MPTN7YY and shareholders will be able to virtually attend, vote at and submit questions during the Annual Meeting. Shareholders of record at the close of business on March 16, 2023 are entitled to notice of, and to vote at, the Annual Meeting.

Enclosed is a copy of our 2022 Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, a notice of the Annual Meeting and a Proxy Statement and proxy card for the Annual Meeting. It is important that your common shares be represented at the Annual Meeting. Please record your vote on the enclosed proxy card and return it promptly in the postage-paid envelope provided or, alternatively, vote your proxy electronically via the Internet or telephonically in accordance with the instructions on your proxy card. For additional information regarding how to virtually attend, vote at and submit questions during the Annual Meeting, please see the “General—Attendance and Participation at the Virtual Annual Meeting” section of the enclosed Proxy Statement.

Thank you for your ongoing support of, and continued interest in, the Company.

Sincerely,

Robert H. Schottenstein,

Chairman, Chief Executive Officer and President

PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD

IN THE ENVELOPE PROVIDED OR, ALTERNATIVELY, VOTE YOUR PROXY

ELECTRONICALLY VIA THE INTERNET OR TELEPHONICALLY.

LOGO

4131 Worth Avenue, Suite 500

Columbus, Ohio 43219

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held May 10, 2023

To Each Shareholder of M/I Homes, Inc.:

Notice is hereby given that the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of M/I Homes, Inc. (the “Company”) will be held at 9:00 a.m., Eastern Daylight Time, on Wednesday, May 10, 2023, solely by remote communication in a virtual-only format for the following purposes:

To elect four directors to serve until the Company’s 2026 Annual Meeting of Shareholders and until their successors have been duly elected and qualified;

To consider and vote upon a non-binding, advisory resolution to approve the compensation of the Company’s named executive officers;

To consider and vote upon a non-binding, advisory resolution on the frequency of advisory votes on the compensation of the Company’s named executive officers;

To consider and vote upon a proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year; and

To transact such other business as may properly be brought before the Annual Meeting or any adjournment thereof.

The Company is holding the Annual Meeting solely by remote communication in a virtual-only format and shareholders will not be able to attend the Annual Meeting in person. The Annual Meeting will be accessible at www.meetnow.global/MPTN7YY. Only shareholders of record at the close of business on March 16, 2023 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof. You may virtually attend, vote at and submit questions during the Annual Meeting by joining as a shareholder and following the instructions available on the meeting website. Shareholders should refer to the Rules of Conduct that will be posted on the meeting website. You may also join the Annual Meeting as a guest. Participants who join the Annual Meeting as a guest will not have the ability to vote or submit questions during the Annual Meeting.

To attend and participate in the Annual Meeting as a shareholder, you must enter your control number and follow the instructions for voting and submitting questions available on the meeting website. You can find or obtain your control number as follows:

•

Shareholder of Record. If you are a registered shareholder (i.e., your common shares are registered directly in your name with our transfer agent, Computershare), your control number can be found on the enclosed proxy card.

•

Beneficial Owner of Shares in Street Name. If you are a street name shareholder who holds your common shares through an intermediary, such as a broker, bank or other nominee, you must obtain a control number in advance to vote during the Annual Meeting. To obtain a control number, you must submit proof of your legal proxy issued by your broker, bank or other nominee by sending a copy of your legal proxy, along with your name and email address, to Computershare via email at legalproxy@computershare.com. Requests for a control number must be labeled as

“Legal Proxy” and must be received by Computershare no later than 5:00 p.m., Eastern Daylight Time, on May 8, 2023. Street name shareholders who timely submit proof of their legal proxy will receive a confirmation email from Computershare that includes their control number.

It is important that your common shares be represented at the Annual Meeting. Whether or not you intend to virtually attend the Annual Meeting, please complete, sign, date and return the enclosed proxy card in the envelope provided or, alternatively, vote your proxy electronically via the Internet or telephonically in accordance with the instructions on your proxy card.

By Order of the Board of Directors,

Susan E. Krohne,

Secretary

April 6, 2023

THE COMPANY’S NOTICE OF ANNUAL MEETING OF SHAREHOLDERS, PROXY STATEMENT, FORM OF PROXY AND 2022 ANNUAL REPORT TO SHAREHOLDERS ARE AVAILABLE ONLINE AT WWW.EDOCUMENTVIEW.COM/MHO.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 10, 2023.

The Company’s Notice of Annual Meeting of Shareholders, Proxy Statement, form of proxy and 2022 Annual Report to Shareholders are available online at www.edocumentview.com/MHO.

For additional information regarding how to virtually attend, vote at and submit questions during the Annual Meeting, please contact our Investor Relations department at (614) 418-8225 or investorrelations@mihomes.com.

ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS

Instead of receiving paper copies of our future proxy statements, proxy cards and annual reports to shareholders in the mail, shareholders may elect to receive such documents electronically via e-mail or the Internet. Receiving your proxy materials electronically saves us the cost of printing and mailing documents to you and reduces the environmental impact of our shareholder communications. Shareholders may sign up to receive or access future shareholder communications electronically as follows:

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Shareholders of Record. If you are a registered shareholder, you may consent to electronic delivery when voting for the Annual Meeting on the Internet at www.envisionreports.com/MHO.

•

Beneficial Owner of Shares in Street Name. If your common shares are not registered in your name, check the information provided to you by your broker, bank or other nominee or contact your broker, bank or other nominee for information on electronic delivery service.

TABLE OF CONTENTS


General Information			1
Election of Directors (Proposal No. 1)			4
Board of Directors			5
Information Regarding the Board, its Committees and Corporate Governance			9
Advisory Vote on Executive Compensation (Proposal No. 2)			18
Advisory Vote on the Frequency of Advisory Votes on Executive Compensation (Proposal No. 3)			19
Independent Registered Public Accounting Firm (Proposal No. 4)			20
Executive Officers and Certain Key Employees			21
Principal Shareholders			22
Compensation Discussion and Analysis			24
Executive Summary			24
2022 Advisory Vote on Executive Compensation			25
Compensation Philosophy and Objectives			26
Compensation Best Practices			26
Role of Executive Officers			27
Role of Independent Compensation Consultant			27
Setting Executive Compensation			28
2022 Executive Compensation			29
Benefits and Perquisites			36
Payments in Connection with Termination of Employment or Change in Control			36
Deferred Compensation Plan			39
Share Ownership Guidelines			39
Anti-Hedging/Pledging			39
Looking Forward—2023 Compensation			39
Compensation Committee Report			41
Compensation of Executive Officers			42
Summary Compensation Table for 2022			42
Grants of Plan-Based Awards for 2022			44
Outstanding Equity Awards at 2022 Fiscal Year-End			45
Option Exercises and Stock Vested in 2022			46
Nonqualified Deferred Compensation for 2022			46
Potential Payments Upon Termination of Employment or Change in Control			47
2022 CEO Pay Ratio			51
Pay Versus Performance			52
Compensation of Directors			59
Audit Committee Matters			62
Shareholder Proposals for 2024 Annual Meeting			65
Expenses of Solicitation			65
Other Matters			66

LOGO

4131 Worth Avenue, Suite 500

Columbus, Ohio 43219

PROXY STATEMENT

for the

2023 Annual Meeting of Shareholders

To Be Held May 10, 2023

GENERAL INFORMATION

Time, Place and Purposes of Meeting

The 2023 Annual Meeting of Shareholders of M/I Homes, Inc. (the “Annual Meeting”) will be held on Wednesday, May 10, 2023 at 9:00 a.m., Eastern Daylight Time, solely by remote communication in a virtual-only format. The purposes of the Annual Meeting are set forth in the Notice of Annual Meeting of Shareholders to which this Proxy Statement is attached. All references in this Proxy Statement to “M/I Homes,” the “Company,” “we,” “our” or “us” refer to M/I Homes, Inc.

Solicitation of Proxies

This Proxy Statement and the accompanying form of proxy are first being sent on or about April 6, 2023 to holders of the Company’s common shares, par value $.01 per share (the “Common Shares”), as of the close of business on March 16, 2023 (the “Record Date”). This Proxy Statement is furnished in connection with the solicitation of proxies by the Company’s Board of Directors (the “Board”) for use at the Annual Meeting and any adjournment thereof. The Company’s 2022 Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”), is being sent together with this Proxy Statement.

Attendance and Participation at the Virtual Annual Meeting

The Company is holding the Annual Meeting solely by remote communication in a virtual-only format and shareholders will not be able to attend the Annual Meeting in person. The Annual Meeting will be accessible at www.meetnow.global/MPTN7YY. You may virtually attend, vote at and submit questions during the Annual Meeting by joining as a shareholder and following the instructions available on the meeting website. Shareholders should refer to the Rules of Conduct that will be posted on the meeting website. You may also join the Annual Meeting as a guest. Participants who join the Annual Meeting as a guest will not have the ability to vote or submit questions during the Annual Meeting.

•

Shareholder of Record. If you are a registered shareholder (i.e., your Common Shares are registered directly in your name with our transfer agent, Computershare), your control number can be found on the enclosed proxy card.

•

Beneficial Owner of Shares in Street Name. If you are a street name shareholder who holds your Common Shares through an intermediary, such as a broker, bank or other nominee, you must obtain a control number in advance to vote during the Annual Meeting. To obtain a control number, you must submit proof of your legal proxy issued by your broker, bank or other nominee by sending a copy of your legal proxy, along with your name and email address, to Computershare via email at legalproxy@computershare.com. Requests for a control number must be labeled as “Legal Proxy” and must be received by Computershare no later than 5:00 p.m., Eastern Daylight Time, on May 8, 2023. Street name shareholders who timely submit proof of their legal proxy will receive a confirmation email from Computershare that includes their control number.

The virtual meeting platform is fully supported across MS Edge, Firefox, Chrome and Safari browsers and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of the applicable software and plugins. Please note that Internet Explorer is no longer supported. We encourage you to access the Annual Meeting prior to the start time. A link on the meeting page will provide further assistance should you need it or you may call 1-888-724-2416.

Outstanding Shares and Quorum Requirements

There were 27,712,250 Common Shares outstanding on the Record Date. The Common Shares represent our only class of voting securities entitled to vote at the Annual Meeting. Each Common Share outstanding on the Record Date entitles the holder thereof to one vote on each matter submitted to a shareholder vote at the Annual Meeting. A quorum for the Annual Meeting is a majority of the outstanding Common Shares on the Record Date. Common Shares represented by proxies properly executed and returned to the Company prior to the Annual Meeting or represented by proxies properly and timely submitted electronically via the Internet or telephonically will be counted toward the establishment of a quorum for the Annual Meeting even though they are marked “Abstain” (on any or all applicable proposals) or “Withheld” (from any or all director nominees) or are not marked at all.

Voting by Proxy

A proxy card for use at the Annual Meeting is enclosed. You may ensure your representation at the Annual Meeting by completing, signing, dating and promptly returning to the Company, prior to the Annual Meeting, the enclosed proxy card in the envelope provided. Alternatively, shareholders holding Common Shares registered directly with our transfer agent, Computershare, may vote their proxies electronically via the Internet or telephonically by following the instructions on their proxy cards. The deadline for voting electronically via the Internet or telephonically is 1:00 a.m., Eastern Daylight Time, on May 10, 2023. There are no fees or charges associated with voting electronically via the Internet or telephonically, other than fees or charges, if any, that shareholders may pay for access to the Internet and for telephone service. Beneficial owners of Common Shares held in “street name” by a broker, bank or other nominee may also be eligible to vote their proxies electronically via the Internet or telephonically. Beneficial owners should review the information provided to them by their broker, bank or other nominee. This information will set forth the procedures to be followed in instructing their broker, bank or other nominee how to vote the Common Shares held in “street name” and how to revoke previously given instructions.

Broker/dealers who hold Common Shares for beneficial owners in “street name” may, under the applicable rules (the “NYSE Rules”) of the New York Stock Exchange (the “NYSE”), sign and submit proxies for such Common Shares and may vote such Common Shares on “routine” matters, such as the ratification of the appointment of auditors, but broker/dealers may not vote such Common Shares on “non-routine” matters, such as the election of directors, the advisory votes on executive compensation and the frequency of advisory votes on executive compensation, without specific instructions from the beneficial owner of such Common Shares. Proxies that are signed and submitted by broker/dealers that have not been voted on “non-routine” matters, as described in the previous sentence, are referred to as “broker non-votes.”

For information regarding the rights of and procedures for record and beneficial owners of Common Shares to virtually attend, vote at and submit questions during the Annual Meeting, see “—Attendance and Participation at the Virtual Annual Meeting.”

Revocation of Proxies

A record holder may revoke its proxy by (1) filing a written notice with the Company prior to the Annual Meeting revoking the proxy, (2) duly executing and returning to the Company prior to the Annual Meeting a proxy card bearing a later date, (3) properly and timely casting a new vote electronically via the Internet or telephonically or (4) virtually attending the Annual Meeting and voting. Virtually attending the Annual Meeting without voting your Common Shares will not revoke a previously delivered proxy. Beneficial owners of Common Shares held in “street name” should follow the instructions provided by their broker, bank or other nominee to revoke a previously delivered proxy. Subject to such revocation and except as otherwise stated in this Proxy Statement or in the form of proxy, all proxies properly executed that are received prior to the Annual Meeting and all proxies properly and timely voted electronically via the Internet or telephonically will be voted in accordance with the instructions contained therein. If no instructions are given, proxies (excluding broker non-votes) will be voted FOR the election of the director nominees identified in Proposal No. 1, FOR the approval of the compensation of the Company’s named executive officers as disclosed in this Proxy Statement (Proposal No. 2), for holding advisory votes on the compensation of the Company’s named executive officers every ONE YEAR (Proposal No. 3), FOR the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2023 (Proposal No. 4) and at the discretion of the proxy holders on all other matters that may properly be brought before the Annual Meeting or any adjournment thereof.

Proposal No. 1

ELECTION OF DIRECTORS

In accordance with the Company’s Amended and Restated Regulations (as amended, the “Regulations”), the Board is comprised of ten directors, divided into three classes with staggered three-year terms.

On August 18, 2022, the Board (1) increased the number of directors that comprise the Board from nine to ten directors in accordance with the Regulations and (2) upon the recommendation of the Board’s Nominating and Governance Committee, elected Bruce A. Soll to fill the vacancy created by such increase. Mr. Soll’s term expires at the Annual Meeting. Mr. Soll was recommended to the Nominating and Governance Committee by the Company’s Chief Executive Officer. The Nominating and Governance Committee, after reviewing Mr. Soll’s qualifications and the Board’s then-current needs and determining his independence under the NYSE Rules, recommended that Mr. Soll be appointed to the Board.

A class of four directors is to be elected at the Annual Meeting. The Board has nominated the persons set forth in the table below for election as directors of the Company at the Annual Meeting. The four nominees receiving the greatest number of votes cast will be elected to serve until the Company’s 2026 Annual Meeting of Shareholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal. Withheld votes with respect to any nominee (or all of the nominees) and broker non-votes will be counted for purposes of establishing a quorum, but will have no effect on the election of such nominee(s). However, pursuant to the Board’s majority voting policy, any nominee for director in an uncontested election who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election shall tender his or her resignation as a director to the Board. See “Information Regarding the Board, its Committees and Corporate Governance—Majority Voting Policy” for more information regarding our majority voting policy.

Unless otherwise specified in your proxy, the Common Shares voted pursuant to your proxy will be voted FOR the election of the director nominees identified below. The Board has no reason to believe that any nominee will not serve as a director if elected at the Annual Meeting. If any nominee becomes unable to serve or for good cause will not serve as a director, the proxy holders reserve full discretion to vote the Common Shares represented by the proxies they hold for the election of the remaining nominees and for the election of any substitute nominee(s) designated by the Board.

Your Board of Directors unanimously recommends a vote FOR each of the director nominees named below.

BOARD OF DIRECTORS


Name	Age		Current Position(s) with the Company and/or Business Experience	Director Since
Director Nominees – Term to Expire at 2026 Annual Meeting of Shareholders

Phillip G. Creek		70	Chief Financial Officer of the Company since September 2000, Executive Vice President of the Company since February 2008 and Chief Financial Officer of M/I Financial LLC, a wholly-owned subsidiary of the Company (“M/I Financial”), since September 2000. Committee Membership: Executive		2002

Mr. Creek has served in various management positions with the Company since 1993 and has worked in the homebuilding industry for over 40 years. Mr. Creek has extensive experience in finance, accounting, strategic planning, homebuilding operations, investor relations and capital markets and provides the Board with valuable knowledge of the homebuilding industry and the Company’s operations.

Nancy J. Kramer*		67	Founder of Resource/Ammirati, a digitally led creative agency established in 1981 that was acquired by IBM, an international technology company, in 2016, and Chief Evangelist for IBM since 2016. Ms. Kramer currently serves as a director of Root Insurance, Inc. and on the Board of Trustees of the Wexner Center for the Arts. Committee Membership: Audit; Nominating and Governance		2015

Ms. Kramer has more than 30 years of experience in the technology, marketing and advertising industries. Her extensive experience provides the Board with valuable expertise with digital technology transformation, interactive marketing and advertising.

Bruce A. Soll*		65	Counselor for Soll Advisors, LLC, a provider of consulting services to the boards of directors of public companies and non-profit organizations, since 2021. Mr. Soll served as Counselor to Limited, Inc. and its successor entities from 1991 thru 2020. During the 1980s and early 1990s, he served as Counselor to the United States Secretary of Commerce and counsel to a number of government and non-government organizations. Mr. Soll currently serves on the boards of Nationwide Children’s Hospital, Claremont McKenna College, Columbus Downtown Development Corporation/Capitol South, The Robert F. Wolfe & Edgar T. Wolfe Foundation and the Wexner Center for the Arts and previously served on the boards of Alliance Data Systems Corporation and The Columbus Foundation. He is a member of the State Bar of California. Committee Memberships: None		2022

Mr. Soll has more than 30 years of experience providing counsel to executive officers and boards of directors of public companies and government and non-government organizations. Mr. Soll provides the Board with significant public company, risk management, corporate governance, strategic planning and legal and regulatory experience and expertise.


Name	Age		Current Position(s) with the Company and/or Business Experience	Director Since

Norman L. Traeger*		83	Founder of Varsity House, a provider of printed sportswear, in 1961, United Skates of America, a chain of family fun centers, in 1971 and The Discovery Group, a venture capital firm, in 1983. Mr. Traeger currently owns and manages industrial, commercial and office real estate. He currently serves as a director of The Discovery Group.		1997
			Committee Memberships: Audit; Compensation; Nominating and Governance (Chairman)

Mr. Traeger’s diverse background as a business owner and operator, venture capitalist and real estate developer provides the Board with significant experience in sales, marketing, strategic planning and capital formation, as well as entrepreneurial, real estate and operational expertise.

Directors – Term to Expire at 2024 Annual Meeting of Shareholders

Michael P. Glimcher*		55	Mr. Glimcher serves as Managing Director and CEO, Retail Strategies of BentallGreenOak, a leading global real estate investment management advisory firm and provider of real estate services. Mr. Glimcher joined the firm in June 2022. Mr. Glimcher served as Chairman, President and Chief Executive Officer of Donahue Schriber Realty Group, a private real estate investment trust, from November 2020 until its sale in March 2022. Mr. Glimcher served as Chief Executive Officer of Starwood Retail Partners, LLC, a developer and operator of retail malls and shopping centers, from September 2017 until October 2020; Principal of Glimcher Legacy, a non-retail real estate firm, from June 2016 until September 2017; Vice Chairman and Chief Executive Officer of WP Glimcher, a publicly-traded real estate investment trust formed through the merger of Washington Prime Group, Inc. and Glimcher Realty Trust, from January 2015 until June 2016; Chairman of Glimcher Realty Trust, a publicly-traded real estate investment trust, from September 2007 until January 2015; and Chief Executive Officer of Glimcher Realty Trust from January 2005 until January 2015. Mr. Glimcher currently serves as Vice Chair of the Governing Committee of The Columbus Foundation and on the Board of Trustees of the Wexner Center for the Arts. He is also a member and past Trustee of the International Council of Shopping Centers and a member of The Real Estate Roundtable. Committee Membership: Compensation; Nominating and Governance		2013

As the Chairman, President and Chief Executive Officer of a private real estate investment trust specializing in development, acquisition, leasing, marketing and asset management in the Western United States and a former Chairman and Chief Executive Officer of a publicly-traded real estate investment trust with real estate projects across the United States, Mr. Glimcher brings the Board management/leadership, public company, risk management, corporate governance and real estate development, investment and construction experience.


Name	Age		Current Position(s) with the Company and/or Business Experience	Director Since

Elizabeth K. Ingram*		52	Chair of the Board of Directors of White Castle System, Inc., a restaurant chain with approximately 350 locations and a manufacturing business that sells products to retailers in all 50 states, since 2021, Chief Executive Officer of White Castle System, Inc. since 2016 and President of White Castle System, Inc. since 2013. Ms. Ingram currently serves on the Board of Directors of OhioHealth and the Governing Committee of The Columbus Foundation and is also a member of the Columbus Partnership. Committee Membership: Compensation; Nominating and Governance		2019

As the Chair of the Board, Chief Executive Officer and President of a restaurant chain and manufacturing business with extensive operations across the United States, Ms. Ingram provides the Board with diverse and valuable experience in numerous areas, including management/leadership, risk management, sales, marketing, customer service and strategic planning.

Kumi D. Walker*		45	Founder and managing partner of Embedded Services. Mr. Walker served as the Chief Business Development & Strategy Officer of Root Insurance, Inc., a publicly-traded technology company which offers personal automobile insurance, from January 2018 until October 2021 and as General Manager of Live Video and Global Head of Platform Business Development for Twitter, a publicly-traded social networking service, from 2014 until January 2018. He currently serves on the Board of Directors of Equipt Women, ORLI Foundation, Olive.ai and the Board of Trustees of the Central Ohio Transit Authority. Committee Membership: Nominating and Governance		2020

As an experienced c-level technologist, advisor and investor and the former Chief Business Development & Strategy Officer of a publicly-traded company, Mr. Walker provides the Board with management/leadership, technology, interactive marketing, advertising, business development and strategic planning experience.

Directors – Term to Expire at 2025 Annual Meeting of Shareholders

Friedrich K.M. Böhm*		81	Consultant for large real estate development projects. Mr. Böhm served as a partner of White Oak Partners, a private equity firm, from 2008 until 2015; Chairman of White Oak Partners from 2008 until 2013; Chairman Emeritus of NBBJ, an international architectural firm, from 2006 until 2008; Chairman of NBBJ from 1997 until 2006 and Managing Partner and Chief Executive Officer of NBBJ from 1987 until 1997. He currently serves as a director of The Daimler Group and White Oak Partners and was formerly a director of TRC Companies, Inc., The Huntington National Bank and NBBJ. Committee Memberships: Audit; Compensation (Chairman)		1994

For nearly 20 years, Mr. Böhm served in an executive role with NBBJ, a leading international architectural firm that has designed communities, buildings, products, environments and digital experiences, including over 300,000 housing units. Mr. Böhm provides the Board with extensive and broad-based operating, design, strategic planning and management/leadership experience.


Name	Age		Current Position(s) with the Company and/or Business Experience	Director Since

William H. Carter*		69	Executive Vice President and Chief Financial Officer of Hexion Inc. (formerly known as Momentive Specialty Chemicals Inc.), an international specialty chemicals and materials company, from April 1995 until December 2015, and a director of Hexion Inc. from November 2001 until December 2015. Mr. Carter also served as Executive Vice President and Chief Financial Officer and a director of Momentive Performance Holdings LLC and its wholly-owned subsidiary, Momentive Performance Materials Inc., from October 2010 until October 2014. Prior to joining Hexion Inc., Mr. Carter was a partner with Price Waterhouse LLP, which he joined in 1975. He currently serves as a director of Lancaster Colony Corporation. In May 2022, Mr. Carter was appointed as the Company’s Lead Independent Director. Committee Membership: Audit (Chairman); Executive		2012

Mr. Carter has more than 40 years of finance and accounting experience, including having served as a chief financial officer of a public-reporting company and a partner for an independent registered public accounting firm. Through this extensive experience, he provides the Board with valuable expertise in numerous financial areas, including accounting, tax, treasury, capital markets and strategic planning.

Robert H. Schottenstein		70	Chairman of the Company since March 2004, Chief Executive Officer of the Company since January 2004 and President of the Company since May 1996. Mr. Schottenstein currently serves as a director of Installed Building Products, Inc. and served as a director of Bath & Body Works, Inc. (formerly known as L Brands, Inc.) from April 2017 until May 2022. Mr. Schottenstein also currently serves on the Board of The Ohio State University Wexner Medical Center, The Ohio State University Foundation, One Columbus, the Jewish Federations of North America and Pelotonia and is a member of the Columbus Partnership. In addition, he serves on the Executive Committee and as Chair of The Harvard University Joint Center for Housing. He served as a Trustee of The Ohio State University from 2005 until 2014 and as the Chair of the Board of Trustees from 2012 until 2014. Committee Membership: Executive (Chairman)		1993

Mr. Schottenstein’s day-to-day leadership as Chief Executive Officer of the Company, more than 30 years of service with the Company in various roles spanning production, sales and land acquisition/disposition and development, family relationship (he is the son of one of the founders of the Company) and previous experience as a real estate attorney provides the Board with extensive knowledge of our operations, business, industry and history and management/leadership and strategic planning experience.

*	Independent director under the NYSE Rules.

INFORMATION REGARDING THE BOARD, ITS COMMITTEES AND CORPORATE GOVERNANCE

Qualifications and Nomination of Directors

The Nominating and Governance Committee of the Board is responsible for providing oversight on the broad range of issues surrounding the composition and operation of the Board, including identifying candidates qualified to become directors and recommending director nominees to the Board. The Board, taking into account the recommendations of the Nominating and Governance Committee, selects the nominees for election as directors at the annual meeting of shareholders.

When considering candidates for the Board, the Nominating and Governance Committee evaluates the entirety of each candidate’s credentials and does not have any specific eligibility requirements or minimum qualifications that must be met by a Nominating and Governance Committee-recommended nominee. The Nominating and Governance Committee considers those factors it deems appropriate, in light of the then-current needs of the Board, including: independence; judgment; character, ethics and integrity; diversity; and business or other relevant experience, skills and knowledge useful to the oversight of the Company’s business, including experience with businesses and organizations of comparable size or scope, experience as an executive of, or advisor to, a publicly traded or private company, experience, skills and knowledge relative to other directors, and specialized experience, skills or knowledge. The Nominating and Governance Committee does, however, believe that all directors should have the highest character and integrity, a reputation for working constructively with others, sufficient time to devote to the Board and no conflict of interest that would interfere with performance.

The Nominating and Governance Committee at least annually reviews the composition of the Board. The Nominating and Governance Committee believes that diversity is an important attribute of a well-functioning board and considers diversity of gender, race, ethnicity, education, professional experience, viewpoints, backgrounds and skills when identifying director nominees. The Nominating and Governance Committee does not, however, assign a specific weight to particular factors and, depending upon the then-current needs of the Board, may weigh certain factors more or less heavily. The Board and the Nominating and Governance Committee are committed to using refreshment opportunities to consider gender and racially/ethnically diverse director candidates. To reflect and implement our commitment, in February 2021, the Board adopted a policy (which is set forth in the Nominating and Governance Committee Charter) that requires the Nominating and Governance Committee to take reasonable steps to ensure that female and minority candidates are considered for the pool of candidates from which new director nominees are chosen. The Nominating and Governance Committee assesses its effectiveness in achieving Board diversity when reviewing the composition of the Board. As part of its annual review of Board composition, the Nominating and Governance Committee also considers director tenure. The Nominating and Governance Committee recognizes the benefits of directors with longer tenures (including board stability, institutional knowledge and experience with the cyclical nature of the homebuilding industry) as well as the benefits of directors with shorter tenures (fresh perspectives and viewpoints) and seeks to find an appropriate balance.

Beyond the directors’ diverse backgrounds, skills, experience and expertise as described above in their respective biographical summaries, three of our ten directors (three of our eight non-employee directors) are female or racially diverse, two of our ten directors (two of our eight non-employee directors) are female and one of our ten directors (one of our eight non-employee directors) is racially diverse. Additionally, four of our directors have served on the Board for less than ten years, one of our directors has served on the Board for approximately ten years and five of our directors have served more than 10 years.

The Nominating and Governance Committee considers candidates for the Board from any reasonable source, including shareholder recommendations, and does not evaluate candidates differently based on who has made the recommendation. Shareholders may recommend director candidates for consideration by the Nominating and Governance Committee by giving written notice of the recommendation to M/I Homes, Inc., 4131 Worth Avenue, Suite 500, Columbus, Ohio 43219, c/o Secretary. The recommendation must include the

candidate’s name, age, business address, residence address and principal occupation or employment, as well as a description of the candidate’s qualifications, and a written statement from the candidate consenting to serve as a director, if so nominated and elected. In addition, shareholders who wish to nominate one or more persons for election as a director at the annual meeting of shareholders may do so, provided they comply with the nomination procedures set forth in our Regulations. To nominate one or more persons for election as a director at an annual meeting, our Regulations require that a shareholder give written notice of such shareholder’s intent to make such nomination(s) by personal delivery or by United States mail, postage pre-paid, to M/I Homes, Inc., 4131 Worth Avenue, Suite 500, Columbus, Ohio 43219, c/o Secretary, not less than 60 days nor more than 90 days prior to the first anniversary of the date of the preceding year’s annual meeting (or, if the date of the annual meeting is changed by more than 30 days from the anniversary date of the preceding year’s annual meeting or, in the case of a special meeting, within seven days after the date the Company mails or otherwise gives notice of the date of the meeting). Such notice must set forth: (1) the name and address of the shareholder intending to make the nomination and the person(s) to be nominated; (2) a representation that the shareholder is a holder of record entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person(s) specified in the notice; (3) a description of all arrangements or understandings between the shareholder and each nominee and any other person(s) (naming such person(s)) pursuant to which the nomination(s) is to be made by the shareholder; (4) such other information regarding each nominee proposed by the shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission (“SEC”) had the nominee been nominated, or intended to be nominated, by the Board; and (5) the consent of each nominee to serve as a director, if so elected. The Chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedures.

Pursuant to its written charter, the Nominating and Governance Committee has the authority to retain consultants and search firms to assist in the process of identifying and evaluating candidates and to approve the fees and other retention terms for any such consultant or search firm. No such consultant or search firm has been used to date.

Director Independence

The Board has determined that eight of its ten members (Friedrich K.M. Böhm, William H. Carter, Michael P. Glimcher, Elizabeth K. Ingram, Nancy J. Kramer, Bruce A. Soll, Norman L. Traeger and Kumi D. Walker) qualify as independent under the NYSE Rules. When determining whether a director qualifies as independent, the Board, in accordance with the NYSE Rules, broadly considers all relevant facts and circumstances to determine whether the director has any material relationship with the Company, either directly or indirectly (as a partner, shareholder or officer of an organization that has a relationship with the Company), other than serving as one of our directors.

Pursuant to our Corporate Governance Guidelines, each independent director is required to notify the Chairman of the Board, as soon as practicable, in the event the director’s circumstances change in a manner that may affect the Board’s evaluation of his or her independence.

Board Committees

During 2022, the Board had four standing committees: the Audit Committee; the Compensation Committee; the Nominating and Governance Committee; and the Executive Committee. In accordance with the applicable rules of the SEC (the “SEC Rules”) and the NYSE Rules, each of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee has its own written charter, which is available on the Company’s website at www.mihomes.com under the “Investors” heading. Each of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee annually reviews and assesses the adequacy of its respective charter and recommends changes to the Board as necessary to reflect changes in regulatory requirements, authoritative guidance and evolving practices.

Audit Committee. The primary purpose of the Audit Committee is to assist the Board in its oversight of: (1) the integrity of the Company’s consolidated financial statements and internal control over financial reporting; (2) the Company’s compliance with legal and regulatory requirements; (3) the Company’s independent registered public accounting firm’s qualifications, independence and performance; and (4) the performance of the Company’s internal audit function.

The Audit Committee charter sets forth the specific responsibilities and duties of the Audit Committee, which include:

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reviewing and discussing the overall scope of the independent registered public accounting firm’s annual audit plans, including staffing, professional services, audit procedures and fees;

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reviewing and discussing the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the Company’s financial statements;

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reviewing and discussing the Company’s quarterly financial statements and annual audited financial statements and related disclosures;

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discussing the assessments of the adequacy and effectiveness of the Company’s systems of disclosure controls and procedures and internal control over financial reporting;

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discussing the guidelines and policies used by management to govern the process by which risk assessment and risk management is undertaken, paying particular attention to financial risk exposures;

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monitoring and reporting to the Board concerning the independence, qualifications and performance of the independent registered public accounting firm;

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reviewing and pre-approving all audit services and permitted non-audit services to be performed for the Company or its subsidiaries;

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reviewing the internal auditors’ annual audit plans and reviewing reports concerning the results of internal audits;

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reviewing and discussing with the internal auditors their assessments of the Company’s risk management processes and system of internal control;

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establishing procedures for the confidential submission, receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters;

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engaging the independent registered public accounting firm; and

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reviewing any issues that arise with respect to the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the performance and independence of the independent registered public accounting firm or the performance of the internal audit function.

Each member of the Audit Committee qualifies as independent and is financially literate under the applicable SEC Rules and NYSE Rules. The Board has determined that the Audit Committee’s Chairman, William H. Carter, qualifies as an audit committee financial expert as defined by applicable SEC Rules. The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee met eight times during 2022. The Audit

Committee also met eight times with the Company’s senior financial management, including the internal auditors, and the Company’s independent registered public accounting firm, and discussed the Company’s interim and fiscal year financial information prior to public release. The Audit Committee’s report relating to the 2022 fiscal year is set forth in “Audit Committee Matters—Audit Committee Report.”

Compensation Committee. The primary purpose of the Compensation Committee is to assist the Board in discharging its responsibilities relating to the compensation to be provided to the executive officers and directors of the Company.

The Compensation Committee charter sets forth the specific responsibilities and duties of the Compensation Committee, which include:

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establishing the Company’s executive compensation philosophy, objectives and policies;

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reviewing, approving and determining the amount and form of compensation for the executive officers;

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reviewing and making recommendations to the Board regarding the amount and form of non-employee director compensation;

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reviewing and making recommendations to the Board concerning, and administering, the Company’s cash incentive and equity-based compensation plans;

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reviewing and discussing with the Board the Company’s organizational structure and plans for management succession;

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reviewing and discussing with management the Compensation Discussion and Analysis section of the proxy statement and recommending to the Board whether to include such Compensation Discussion and Analysis section in the proxy statement; and

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preparing a report on executive officer compensation for inclusion in the proxy statement.

Additionally, in 2021 in connection with our focus on diversity, equity and inclusion (“DEI”), the Board delegated to the Compensation Committee responsibility for periodically reviewing the Company’s programs, policies, practices and strategies concerning human capital management and DEI.

Our human resources department supports the Compensation Committee, and the Compensation Committee from time to time delegates to the human resources department its authority to fulfill certain administrative functions. The Compensation Committee has the sole authority under its charter to retain, terminate and approve the fees and terms of retention of any compensation consultant, legal counsel or other advisor it deems necessary to assist in the performance of its duties, but only after taking into consideration all factors relevant to such consultant’s, counsel’s or advisor’s independence from management, including any factors specified in the NYSE Rules. The Compensation Committee is directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel or other advisor that it retains.

Each member of the Compensation Committee qualifies as independent under the applicable NYSE Rules. The Compensation Committee met five times during 2022. The Compensation Committee’s report relating to the 2022 fiscal year is set forth in “Compensation Committee Report.” See “Compensation Discussion and Analysis” for more information concerning the activities of the Compensation Committee with respect to the 2022 fiscal year, including the Compensation Committee’s engagement of Pearl Meyer & Partners (“Pearl Meyer”), an independent outside consulting firm, to assist the Compensation Committee in the design of the Company’s 2022 executive compensation program.

Nominating and Governance Committee. The primary purpose of the Nominating and Governance Committee is to assist the Board on the broad range of issues surrounding the composition and operation of the Board.

The Nominating and Governance Committee charter sets forth the specific responsibilities and duties of the Nominating and Governance Committee, which include:

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identifying individuals qualified to become directors;

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recommending to the Board director nominees for the next annual meeting of shareholders;

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evaluating and making recommendations to the Board concerning the number, organization, functions and composition of Board committees;

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reviewing our Corporate Governance Guidelines and recommending changes to the Board, as appropriate;

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reviewing the Company’s policies and practices concerning corporate social responsibility, including environmental, social and governance (“ESG”) matters; and

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leading the Board in an annual self-evaluation process.

Each member of the Nominating and Governance Committee qualifies as independent under the applicable NYSE Rules. The Nominating and Governance Committee met four times during 2022.

Executive Committee. When the Board is not in session, the Executive Committee may exercise those powers and carry out those duties of the Board which may lawfully be delegated by the Board. During 2022, the Executive Committee did not hold any formal meetings.

During 2022, the Board held four meetings, and each director attended at least 75% of the total number of meetings of the Board and the committees on which he or she served (in each case, held during the period such director served) except for Mr. Böhm.

Corporate Governance Guidelines

In accordance with the NYSE Rules, the Board operates pursuant to written Corporate Governance Guidelines which are intended to promote the effective functioning of the Board and its committees and to reflect the Company’s commitment to corporate governance. The Board, with the assistance of the Nominating and Governance Committee, periodically reviews the Corporate Governance Guidelines to ensure they comply with all applicable requirements. The Corporate Governance Guidelines are available on the Company’s website at www.mihomes.com under the “Investors” heading.

Majority Voting Policy

Our Corporate Governance Guidelines include a majority voting policy that applies in uncontested elections of directors (i.e., an election of directors in which the number of nominees for director does not exceed the number of directors to be elected). Under this policy, any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election shall tender his or her resignation as a director to the Board promptly following the certification of the election results. The Nominating and Governance Committee will consider each resignation tendered under the policy and recommend to the Board whether to accept or reject the resignation. The Board will act on each tendered resignation, taking into account the Nominating and Governance Committee’s recommendation, within 90 days following the certification of the

election results. The Nominating and Governance Committee in making its recommendation, and the Board in making its decision, may consider any factors or other information that they deem relevant or appropriate. The Board will promptly publicly disclose its decision whether to accept or reject such tendered resignation and, if rejected, the reasons for rejecting the tendered resignation.

Any director who tenders his or her resignation may not participate in the Nominating and Governance Committee recommendation or Board action regarding whether to accept or reject the tendered resignation. If a majority of the members of the Nominating and Governance Committee receives a majority withheld vote in the same election, then the Board will appoint a committee comprised solely of independent directors who did not receive a majority withheld vote in that election to consider each tendered resignation and recommend to the Board whether to accept or reject it.

If a director’s tendered resignation is rejected by the Board, the director will continue to serve for the remainder of his or her term and until his or her successor is duly elected and qualified or his or her earlier death, resignation or removal. If a director’s tendered resignation is accepted by the Board, then the Board, in its sole discretion, may fill any resulting vacancy or may decrease the number of directors comprising the Board, in each case pursuant to the provisions of, and to the extent permitted by, our Regulations.

Neither abstentions nor broker non-votes will be deemed votes “for” or “withheld” from a director’s election and will therefore have no effect in determining whether a majority withheld vote has occurred.

Board Leadership Structure

The Company does not have a fixed policy regarding whether the offices of Chairman of the Board and Chief Executive Officer should be vested in the same person or two different people. The Board has determined that the combined role of Chairman and Chief Executive Officer, as supplemented by our Lead Independent Director (as discussed below), is the most effective leadership structure for us at the present time. The Board believes that our Chief Executive Officer is best qualified to serve as Chairman because, as the officer ultimately responsible for our operations and performance, he has an in-depth knowledge of our business, operations, risks and industry and is uniquely positioned to effectively identify and lead discussions concerning our strategic priorities. The Board further believes that the combined role promotes the development and execution of our business strategy, provides a clear leadership structure for our management team and facilitates the flow of information between management and the Board. In addition, the Board believes that our current Chief Executive Officer’s family relationship (he is the son of one of our founders) and more than 30 years of service with us in various roles spanning production, sales and land acquisition/disposition and development further qualify him to serve as Chairman.

Lead Independent Director. To supplement our leadership structure, the Board created a Lead Independent Director position, which is currently held by William H. Carter. Mr. Carter’s extensive experience and expertise in numerous financial areas together with his public-reporting company and public accounting firm leadership experience enable him to significantly contribute to the Board’s oversight of financial, operational and strategic risk. The Lead Independent Director serves at the discretion of, and is annually elected by, our independent directors. The Lead Independent Director has the following duties and responsibilities:

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review with the Chairman and approve the agenda for meetings of the Board;

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review with the Chairman and approve the schedule for meetings of the Board to ensure there is sufficient time for discussion of all agenda items;

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review with the Chairman and approve information provided to the Board;

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call executive sessions or meetings of the independent or non-management directors, as he or she deems necessary or appropriate, and preside at all such executive sessions or meetings;

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preside at all meetings of the Board at which the Chairman is not present;

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meet separately with the Chairman after executive sessions of the independent or non-management directors to review matters considered during such sessions;

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serve as the liaison between the Chairman and the independent directors;

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be available for consultation and direct communication with our shareholders and other stakeholders; and

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perform such other duties as the Board may from time to time delegate.

The Lead Independent Director and the Board periodically review our Board leadership structure and retain the authority to modify the structure and design of our Board leadership structure, as and when they deem appropriate.

Board’s Role in Risk Oversight

The Board has oversight responsibility for our risk management program. Management is responsible for identifying and managing risk and reports to the Board (or the applicable committee) regarding the material risks that have been identified and the significant risks that are emerging, how those risks are being managed and strategies for mitigating those risks. While management reviews and manages risk on a company-wide basis, it focuses on four primary areas: (1) financial risk; (2) legal, compliance and regulatory risk; (3) cybersecurity risk; and (4) operational (including the risks to our business from climate change) and strategic risk. The Board carries out its risk oversight responsibility directly and through its committees. The full Board directly oversees and reviews cybersecurity risk and operational and strategic risk (including risk related to management of our capital structure and balance sheet) instead of allocating oversight for these risks to a Board committee as a result of the experience of various Board members in these areas that are not represented on any single committee. The Board receives regular reports from the committee chairs regarding risk oversight in the committees’ respective areas of responsibility. During 2022, the Board devoted particular attention to the labor and supply shortages, cost increases and longer build times being experienced across the homebuilding industry and the slowdown in homebuilding demand as a result of the uncertain macroeconomic conditions in the broader U.S. economy particularly the unprecedented increase in mortgage interest rates and historically high inflation.

The Audit Committee oversees and reviews financial risk (including our internal controls) and legal, compliance and regulatory risk. In carrying out these responsibilities, the Audit Committee, among other things, meets with our independent registered public accounting firm (with and without management present) on a quarterly basis to discuss the firm’s review of our interim financial information and, after our fiscal year end, to discuss the firm’s audit of our annual consolidated financial statements and internal control over financial reporting. The Audit Committee also meets quarterly with our internal auditors and receives an annual risk assessment report from our internal auditors.

The Compensation Committee oversees and reviews risk related to our compensation practices. In connection with its oversight of our executive compensation program, the Compensation Committee reviews and evaluates whether our compensation policies and practices relating to our employees (as well as our executive officers) present a material risk to us. During its review and evaluation, the Compensation Committee focuses on whether any incentives may create, excessive risk- taking by our employees (including our executive officers). Based on this review, the Compensation Committee has concluded that our compensation policies and practices for our employees (including our executive officers) do not create risks that are reasonably likely to have a material adverse effect on us. The Compensation Committee also discusses with its independent compensation consultant the risks presented by our compensation policies and practices.

The Nominating and Governance Committee oversees and reviews risk related to the composition and operation of our Board, including director independence, diversity and potential conflicts of interest, and risk related to ESG matters.

ESG Practices

During 2022, our ESG working group (which we formed in 2020 and is comprised of certain members of our leadership team and other members from a cross section of the Company) continued to focus on advancing our ESG practices and reporting. Among other things, the ESG working group continued to evaluate the impact of our business on the environment and how our actions contribute to environmentally responsible sustainability (including through green space preservation, redevelopment and infill activities and incorporation of energy efficient technology and building standards), the risks to our business from climate change, our human capital management policies and practices (including our DEI and employee engagement and safety initiatives), our community engagement and our corporate governance practices. In 2022, we also published our third annual Environmental, Social and Governance Report which provides detailed information regarding our ESG policies, initiatives and strategies and includes certain quantifiable performance indicators for 2021. These performance indicators were based on the Sustainability Accounting Standards Board industry-specific standards and applicable aspects of the Global Reporting Initiative standards. We believe the Environmental, Social and Governance Report demonstrates our commitment to integrate sustainable values into our company and business. A copy of the Environmental, Social and Governance Report is available on our website at www.mihomes.com under the “Investors” heading. Information on our website, including the Environmental, Social and Governance Report, is not incorporated by reference in or otherwise considered a part of this Proxy Statement.

Executive Sessions

In accordance with our Corporate Governance Guidelines and the NYSE Rules, our independent directors meet without management or the inside directors at every regularly scheduled Board meeting and at such other times as our Lead Independent Director or a majority of our independent directors deem necessary or appropriate. Our Lead Independent Director chairs each executive session. During 2022, the independent directors held four executive sessions.

Attendance at Annual Shareholder Meetings

The Company does not have a formal policy with respect to attendance by our directors at our annual meetings of shareholders. However, directors are encouraged to attend, and the Board and its committees meet immediately following each annual meeting of shareholders. All of our then-current directors attended the 2022 Annual Meeting of Shareholders except for Mr. Böhm.

Communications with the Board of Directors

The Board believes it is important for shareholders and other interested parties to have a process by which to communicate with the Board. Accordingly, shareholders and other interested parties who wish to communicate with the Board or a particular director or group of directors (including the non-management and independent directors) may do so by sending a letter to M/I Homes, Inc., 4131 Worth Avenue, Suite 500, Columbus, Ohio 43219, c/o Secretary. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Shareholder/Interested Party-Board Communication” or “Shareholder/Interested Party-Director Communication.” All such letters must identify the author as a shareholder or other interested party (indicating such interest) and clearly state whether the intended recipients are all members of the Board or certain specified directors. The Secretary will circulate such letters to the entire Board or the specified directors, as appropriate.

Code of Business Conduct and Ethics

The Company’s directors, officers and employees (including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions) must comply with our Code of Business Conduct and Ethics, which meets the applicable SEC Rules and NYSE Rules. The Code of Business Conduct and Ethics is available on the Company’s website at www.mihomes.com under the “Investors” heading or by writing to M/I Homes, Inc., 4131 Worth Avenue, Suite 500, Columbus, Ohio 43219, c/o Secretary. We intend to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of the Code of Business Conduct and Ethics by posting such information on our website.

Review, Approval or Ratification of Related Person Transactions

All Related Person Transactions (as defined below) are subject to our written Related Person Transaction Policy. Under this policy, the Audit Committee is responsible for reviewing and approving (or ratifying) all Related Person Transactions.

The Audit Committee will approve (or ratify) a Related Person Transaction only if it determines that it is in the best interests of the Company. No director may participate in the consideration or approval (or ratification) of a Related Person Transaction with respect to which he or she or any of his or her immediate family members is a Related Person. The Audit Committee may, from time to time, delegate its duties under the Related Person Transaction Policy to the Audit Committee Chairman.

To the extent practicable, all Related Person Transactions will be approved in advance. If advance approval is not practicable, or if a Related Person Transaction that has not been pre-approved is brought to the attention of the Audit Committee, the Audit Committee will promptly consider all of the relevant facts and circumstances in its ratification of the transaction. Our directors, executive officers and other members of management are responsible for bringing all proposed Related Person Transactions of which they have knowledge to the attention of the Audit Committee Chairman.

Under our policy, a “Related Person Transaction” is any transaction, arrangement or relationship in which the Company or any of our subsidiaries was or is to be a participant, the amount involved exceeds $120,000 and any Related Person had or will have a direct or indirect material interest. A “Related Person” is any person who is: (1) a director (or nominee for director) or executive officer of the Company; (2) to our knowledge, the beneficial owner of more than 5% of the Common Shares; or (3) any immediate family member of any of the foregoing persons.

During 2022 and the year-to-date period in 2023, all Related Person Transactions were approved in accordance with our Related Person Transaction Policy. In March 2022, the Company sold a home to Susan E. Krohne (an executive officer of the Company) for $830,000. In January 2023, the Company entered into a home purchase agreement with Joshua Schottenstein, the son of Robert H. Schottenstein (a director and executive officer of the Company), for the purchase of a home from the Company for $810,000.

Proposal No. 2

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Pursuant to SEC Rules and our Board policy requiring an annual “say-on-pay” vote, we are asking our shareholders to approve the following non-binding resolution on the compensation of our executive officers identified in the Summary Compensation Table (the “Named Executive Officers”):

RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and all related disclosures.

The “Compensation Discussion and Analysis” describes our executive compensation philosophy and objectives, our Named Executive Officers’ 2022 compensation and how and why the Compensation Committee determined the 2022 compensation. As described in the “Compensation Discussion and Analysis,” through a mix of (1) base salary, (2) annual cash performance bonus and (3) long-term equity awards, we seek to (a) attract and retain exceptional executives, (b) motivate our executives, (c) align the interests of our executives and our shareholders and (d) reward performance. We are committed to a pay-for-performance philosophy. As a result, the Compensation Committee generally designs our annual executive compensation program so that a significant majority of each Named Executive Officer’s compensation is at risk or variable and dependent upon our performance and/or appreciation in the price of our Common Shares. We urge shareholders to read the “Compensation Discussion and Analysis” as well as the Summary Compensation Table and other related compensation tables.

This vote on our executive compensation program is advisory which means that it is not binding on us. However, the Compensation Committee values the opinions of our shareholders. If there is a significant vote against this proposal, the Committee will consider our shareholders’ concerns and evaluate what actions are necessary to address those concerns.

The affirmative vote of holders of a majority of the outstanding Common Shares entitled to vote at the Annual Meeting is required to approve this proposal. Abstentions and broker non-votes will be counted for purposes of establishing a quorum and will have the same effect as a vote against this proposal.

Your Board of Directors unanimously recommends a vote FOR the approval of the compensation of our Named Executive Officers as disclosed in this Proxy Statement.

Proposal No. 3

ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act requires us to submit a non-binding, advisory resolution to our shareholders at least once every six years to determine whether advisory votes on the compensation of our Named Executive Officers (such as Proposal No. 2 above) should be held every one, two or three years. In satisfaction of that requirement, we are asking our shareholders to vote on the following resolution:

RESOLVED, that the shareholders advise that an advisory vote with respect to the compensation of the Company’s Named Executive Officers, as disclosed in our proxy statement pursuant to the compensation disclosure rules of the SEC, should be presented every one, two or three years, as reflected by the votes cast for each of these alternatives in connection with this resolution.

After careful consideration, the Board has determined that an advisory vote on the compensation of our Named Executive Officers that occurs every year is the most appropriate alternative for us. Therefore, the Board recommends that you vote for holding an advisory vote on executive compensation every one year. In making its determination, the Board considered that an annual advisory vote will allow our shareholders to provide us every year with their views on our executive compensation philosophy, policies and practices as disclosed in our proxy statement and will foster more useful communication with our shareholders by providing them with a clear and timely means to express any concerns and questions regarding our executive compensation program.

In voting on this resolution, you should mark your proxy for everyone, two or three years based on your preference as to the frequency with which an advisory vote on the compensation of our Named Executive Officers should be held. If you have no preference, you may abstain from voting. Although this vote is advisory and non-binding, the Company and the Board value the opinions of our shareholders and will consider the outcome of this vote when determining the frequency of future advisory votes on executive compensation.

The option of one, two or three years that receives a plurality of the votes cast on this proposal will be deemed the preferred option of our shareholders. Abstentions and broker non-votes will be counted for purposes of establishing a quorum, but will not be counted in evaluating the results of the vote.

Your Board of Directors unanimously recommends a vote for holding advisory votes on the compensation of the Company’s Named Executive Officers every ONE YEAR.

Proposal No. 4

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. Deloitte & Touche LLP served as the Company’s independent registered public accounting firm for the 2022 fiscal year. Although action by our shareholders is not required with respect to this matter, we are seeking shareholder ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 as a matter of good corporate governance. A representative of Deloitte & Touche LLP will be present at the Annual Meeting. The representative will have an opportunity to make a statement, if he or she desires, and will be available to respond to appropriate questions.

The affirmative vote of holders of a majority of the outstanding Common Shares entitled to vote at the Annual Meeting is required to ratify the appointment of Deloitte & Touche LLP. Abstentions will be counted for purposes of establishing a quorum and will have the same effect as a vote against the proposal. In the event that the shareholders do not ratify the appointment of Deloitte & Touche LLP, the Audit Committee will reconsider (but may decide to maintain) its appointment of Deloitte & Touche LLP.

Your Board of Directors unanimously recommends a vote FOR the ratification of Deloitte & Touche LLP as our independent registered public accounting firm.

EXECUTIVE OFFICERS AND CERTAIN KEY EMPLOYEES

The executive officers of the Company are Robert H. Schottenstein, Phillip G. Creek and Susan E. Krohne. The executive officers are elected by, and serve at the pleasure of, the Board. Biographical information with respect to Messrs. Schottenstein and Creek is set forth under “Board of Directors.” The following table sets forth biographical information with respect to Ms. Krohne and certain key employees of the Company:


Name	Age		Current Positions with Company/Business Experience	Year Started

Derek J. Klutch		59	Chief Executive Officer of M/I Financial since April 2019 and President of M/I Financial since November 2016.		1993

Susan E. Krohne		51	Senior Vice President, Chief Legal Officer and Secretary since June 2021. From 2003 until June 2021, Ms. Krohne served as Senior Vice President and Chief Legal Counsel of Pedcor Investments, a leading developer and manager of affordable housing.		2021

Fred J. Sikorski		68	Region President since 2006 currently overseeing our Fort Myers/Naples, Tampa, Orlando, Sarasota, Raleigh, Charlotte, Cincinnati and Columbus Divisions.		1998

Thomas W. Jacobs		57	Region President since 2016 currently overseeing our Austin, Dallas, Houston, San Antonio, Chicago, Minneapolis/St. Paul, Indianapolis, Detroit and Nashville Divisions. Prior to January 2016, Mr. Jacobs served in a regional role with Ryland Homes.		2016

PRINCIPAL SHAREHOLDERS

The following table sets forth, as of March 16, 2023, the number and percentage of our outstanding Common Shares beneficially owned by (1) each person who, to the knowledge of the Company, beneficially owns more than five percent (5%) of the outstanding Common Shares, (2) each of the Company’s directors, nominees for director and Named Executive Officers and (3) all of the current directors and executive officers of the Company as a group. Except as set forth in the footnotes to the table, the shareholders have sole voting and dispositive power with respect to such Common Shares:


Name of Beneficial Owner	Number of Common Shares			Percent of Class

Friedrich K. M. Böhm		72,415	⁽¹⁾		*

William H. Carter		45,614	⁽¹⁾⁽²⁾		*

Phillip G. Creek		171,162	⁽¹⁾		*

Michael P. Glimcher		30,981	⁽¹⁾		*

Elizabeth K. Ingram		15,481	⁽¹⁾		*

Nancy J. Kramer		24,481	⁽¹⁾		*

Susan E. Krohne		5,500	⁽¹⁾		*

Robert H. Schottenstein		737,486	⁽¹⁾⁽³⁾		2.6	%

Bruce A. Soll		1,143			*

Norman L. Traeger		54,539	⁽¹⁾		*

Kumi D. Walker		7,481	⁽¹⁾		*

All current directors and executive officers as a group (11 persons)		1,166,283			4.1	%

BlackRock, Inc. 55 East 52^ndStreet New York, NY 10055		4,780,543	⁽⁴⁾		17.2	%

Donald Smith & Co., Inc. 152 West 57th Street New York, NY 10019		2,085,602	⁽⁵⁾		7.5	%

The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355		1,910,471	⁽⁶⁾		6.9	%

Dimensional Fund Advisors LP 6300 Bee Cave Road – Building One Austin, TX 78746		1,435,094	⁽⁷⁾		5.2	%

*	Less than 1.0% of the outstanding Common Shares

(1)

The amounts shown include 156,000, 5,500 and 143,200 Common Shares for Phillip G. Creek, Susan E. Krohne and Robert H. Schottenstein, respectively, which underlie currently exercisable stock options granted pursuant to the 2009 LTIP or the 2018 LTIP. The amounts shown also include 31,527 Common Shares held by each of Friedrich K.M. Böhm and Norman L. Traeger, 24,500 Common Shares held by William H. Carter, 23,500 Common Shares held by Michael P. Glimcher, 17,000 Common Shares held by Nancy J. Kramer and 8,000 Common Shares held by Elizabeth K. Ingram, in each case, in the form of director stock units issued pursuant to the 2006 Director Plan, the 2009 LTIP or the 2018 LTIP. Under the terms of the 2006 Director Plan, the 2009 LTIP and the 2018 LTIP, a participant does not beneficially own, or have voting or dispositive power with respect to, Common Shares acquired under the plan in the form of director stock units, until such Common Shares are distributed pursuant to the terms of the plan. In addition, the amounts shown include 4,571 Common Shares held by each of Friedrich K.M. Böhm, William H. Carter, Michael P. Glimcher, Elizabeth K. Ingram, Nancy J. Kramer, Norman L. Traeger and Kumi D. Walker in the form of director restricted stock units issued pursuant to the 2018 LTIP which will vest on May 12, 2023, subject to the applicable director’s continued service on the Board on such date (except in certain circumstances). Under the terms of the 2018 LTIP, a participant does not beneficially own, or have

voting or dispositive power with respect to, Common Shares acquired under the plan in the form of director restricted stock units, until such Common Shares are distributed pursuant to the terms of the plan.

(2)

The amounts shown include 13,633 Common Shares held by William H. Carter and 1,143 Common Shares held by Bruce A. Soll under the terms of the Director Deferred Compensation Plan. Under the terms of the Director Deferred Compensation Plan, a participant does not beneficially own, or have voting or dispositive power with respect to, Common Shares acquired under the plan, until such Common Shares are distributed pursuant to the terms of the plan.

(3)

The amount shown includes 485,400 Common Shares held of record by IES Family Holdings No. 2, LLC, an Ohio limited liability company. Robert H. Schottenstein is the sole manager of IES Family Holdings No. 2, LLC and has sole voting and dispositive power with respect to such 485,400 Common Shares. The amount shown also includes 10,000 Common Shares owned by Mr. Schottenstein’s spouse, as to which Mr. Schottenstein disclaims beneficial ownership, and 98,886 Common Shares directly owned by Mr. Schottenstein.

(4)

Based on information set forth in a Schedule 13G/A filed on January 26, 2023 by BlackRock, Inc., on behalf of its subsidiaries BlackRock Life Limited, Aperio Group, LLC, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Fund Advisors, BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Investment Management (Australia) Limited, and BlackRock Fund Managers Ltd, reporting that BlackRock, Inc. has sole voting power with respect to 4,728,772 of such Common Shares and sole dispositive power with respect to all of such Common Shares. According to such Schedule 13G/A, (a) the interest of iShares Core S&P Small-Cap ETF in the Common Shares is more than five percent of the outstanding Common Shares and (b) BlackRock Fund Advisors beneficially owns five percent (5%) or greater of the outstanding Common Shares.

(5)

Based on information set forth in a Schedule 13G filed on February 9, 2023 by Donald Smith & Co., Inc. and DSCO Value Fund, L.P., reporting that Donald Smith & Co., Inc. has sole voting power with respect to 2,055,852 of such Common Shares and sole dispositive power with respect to 2,069,552 of such Common Shares and DSCO Value Fund, L.P. has sole voting and dispositive power with respect to 16,050 of such Common Shares.

(6)

Based on information set forth in a Schedule 13G/A filed on February 9, 2023 by The Vanguard Group reporting that The Vanguard Group has shared voting power with respect to 26,187 of such Common Shares, sole dispositive power with respect to 1,860,425 of such Common Shares and shared dispositive power with respect to 50,046 of such Common Shares.

(7)

Based on information set forth in a Schedule 13G/A filed on February 8, 2022 by Dimensional Fund Advisors LP, as investment adviser to certain investment companies registered under the Investment Company Act of 1940 and investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts, reporting that Dimensional Fund Advisors LP has sole voting power with respect to 1,421,850 of such Common Shares and sole dispositive power with respect to all of such Common Shares. According to such Schedule 13G/A, Dimensional Fund Advisors LP beneficially owned 5.2% of the outstanding Common Shares as of December 31, 2022. Based on the number of Common Shares outstanding as of March 16, 2023, such ownership percentage would be 5.2% of the outstanding Common Shares.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes our executive compensation philosophy and objectives, our Named Executive Officers’ 2022 compensation and how and why the Compensation Committee (the “Committee”) determined that compensation. Our Named Executive Officers for 2022 are:

•

Robert H. Schottenstein, Chairman, Chief Executive Officer and President;

•

Phillip G. Creek, Executive Vice President and Chief Financial Officer; and

•

Susan E. Krohne, Senior Vice President, Chief Legal Officer and Secretary.

Executive Summary

Compensation Objectives. Through a mix of (1) base salary, (2) annual cash performance bonus and (3) long-term equity awards, the Committee seeks to (a) attract and retain exceptional executives, (b) motivate our executives, (c) align the interests of our executives and our shareholders and (d) reward performance.

2022 Goals. In 2021, we achieved record results on numerous fronts, including pre-tax income, homes delivered, revenue and shareholders’ equity. As we entered 2022, our principal goals for the year were to (1) increase our (a) profitability (as measured by our pre-tax income from operations, excluding extraordinary items (“Adjusted Pre-Tax Income”)) and (b) homes delivered, (2) manage our headcount, land spend and leverage ratio, (3) maintain our high customer service, quality and home readiness scores and (4) continue to focus on DEI as a key initiative across our company. A description of the calculation of Adjusted Pre-Tax Income for 2022 is set forth in “—Annual Cash Performance Bonus.”

2022 Executive Compensation Program. For each year since 2012, our principal financial goal has been to increase our profitability (as measured by Adjusted Pre-Tax Income), we have designed our executive compensation program in a manner intended to achieve this goal and we have increased our profitability in each year. Based on this success and our continued focus on increasing our profitability in 2022, the Committee designed our 2022 executive compensation program in a manner substantially similar to our 2021 program with the primary changes noted below:

•

Base Salary. Mr. Schottenstein’s and Ms. Krohne’s base salaries in 2022 remained at their 2021 levels. Mr. Creek’s base salary increased from $650,000 in 2021 to $750,000 in 2022 based on our performance and his individual performance, the scope of Mr. Creek’s responsibilities and the base salaries of similarly-situated executives in our Peer Group.

•

Annual Cash Performance Bonus. In 2022, each Named Executive Officer was eligible to earn an annual cash performance bonus based on our Adjusted Pre-Tax Income. The Committee made several changes to the design of our annual cash performance bonus program in 2022, including: (1) increasing the maximum potential performance bonuses for Messrs. Schottenstein and Creek and Ms. Krohne from 350%, 250% and 100%, respectively, of their base salaries in 2021 to 385%, 275% and 132%, respectively, of their base salaries in 2022; (2) establishing threshold, target and maximum performance levels for 2022 instead of just threshold and maximum performance levels as it did for 2021; and (3) increasing the maximum level of Adjusted Pre-Tax Income from $330 million in 2021 to $580 million in 2022. The Committee made these changes to drive performance and increase profitability relative to our 2021 performance. In 2022, we achieved Adjusted Pre-Tax Income of $643.4 million. As a result, Messrs. Schottenstein and Creek and Ms. Krohne earned performance bonuses of $3,850,000, $2,062,500 and $594,000, respectively, which, in each case, represented his or her maximum performance bonus opportunity.

•

Long-Term Equity-Based Compensation. In 2022, the Committee awarded Messrs. Schottenstein and Creek and Ms. Krohne stock options to purchase 120,000, 65,000 and 15,000 Common Shares, respectively. These awards represented increases of 20,000, 10,000 and 2,500 options for Messrs. Schottenstein and Creek and Ms. Krohne, respectively. In each case, the Committee increased the number of options based on the long-term equity compensation of similarly-situated executives in our Peer Group. In 2022, the Committee also awarded Messrs. Schottenstein and Creek a target number of PSUs with the underlying Common Shares having approximately the same aggregate grant date market value as the aggregate grant date market value of the Common Shares underlying the target number of PSUs they received in 2021.

2022 Performance. While we experienced labor and material shortages, cost increases and longer build times and the homebuilding industry and general economy faced continued uncertainty in 2022, we again achieved record results on numerous fronts. Highlights of our 2022 performance include:

•

Revenue. Revenue increased 10% to a record $4.1 billion;

•

Net Income. Net income increased 24% to a record $490 million;

•

Diluted Earnings Per Share. Diluted earnings per share increased 30% to a record $17.24 per share;

•

Homes Delivered. Homes delivered decreased 3% to 8,366;

•

Backlog. At December 31, 2022, backlog units decreased 35% to 3,137 and backlog sales value decreased 28% to $1.7 billion, and the average sales price in backlog increased 11% to $541,000;

•

Average Sales Price. The average sales price of homes delivered increased 14% to $479,000;

•

Balance Sheet. Shareholders’ equity at December 31, 2022 increased 28% to a record $2.1 billion; and

•

Land Position. We invested $837 million in land acquisitions and development and our controlled lots decreased to 42,053.

Beginning in the second half of 2022, many of our markets began to experience a slowdown in homebuilding demand as a result of the uncertain macroeconomic conditions in the broader U.S. economy particularly the unprecedented increase in mortgage interest rates and historically high inflation, which negatively impacted affordability and mortgage availability. We began to adjust sales prices and provide sales incentives in most of our markets during the fourth quarter of 2022 as well as offer financing incentives, all of which had a negative impact on our revenues, gross margins and income in the fourth quarter of 2022 compared to what we have experienced over the past two years. Further, our DEI committee (which includes certain members of our executive team and senior leaders from throughout the Company) continued to focus on establishing and communicating the guiding principles of our DEI program as well as developing strategies to advance these principles, including training programs and recruiting practices.

2022 Advisory Vote on Executive Compensation

We have a long history of shareholder support for our executive compensation program. Since we first asked our shareholders to approve our executive compensation in 2011, our annual “say-on-pay” vote has received an average of 96% support from our shareholders.

At our 2022 Annual Meeting of Shareholders, our shareholders approved the compensation of our Named Executive Officers, with approximately 92% of the votes cast in favor of our “say-on-pay” resolution.

The Committee views our 2022 (as well as our historical) “say-on-pay” results as an affirmation of our executive pay practices. The Committee considered the results of the 2022 “say-on-pay” vote as part of its 2023 review of our executive compensation program and, based on the level of shareholder support, did not make any changes to our 2023 executive compensation program as a result of the 2022 vote.

Compensation Philosophy and Objectives

We design our executive compensation program to promote the following philosophy and objectives:

•

Attract and Retain. Compensation should be competitive with the compensation programs of our Peer Group to ensure that we attract and retain exceptional executives.

•

Motivate. Compensation should motivate our executives to perform at the highest level and achieve our financial and strategic goals without encouraging excessive risk taking.

•

Align Interests. Compensation should align the interests of our executives and our shareholders with the goal of creating long-term shareholder value.

•

Reward Performance. Compensation should depend on, and reward executives on the basis of, individual and Company short- and long-term performance and thereby foster a pay-for-performance culture. As a result, the Committee generally designs our annual executive compensation program so that a significant majority of each executive officer’s potential total compensation is at risk or variable and dependent on our performance and/or stock price appreciation (i.e., performance-based). The charts below set forth the percentage of each of Messrs. Schottenstein’s and Creek’s and Ms. Krohne’s 2022 total compensation that was performance-based:

2022 TOTAL COMPENSATION

(from Summary Compensation Table)

LOGO

Compensation Best Practices

We incorporate a number of best practices into our executive compensation program, including:

•

Independent Compensation Committee. The Committee is comprised solely of independent directors and has the exclusive authority to determine all elements of compensation.

•

Independent Compensation Consultant. The Committee engages its own independent compensation consultant to advise on executive compensation matters.

•

Long-Term Vesting. All of our equity-based compensation awards have multi-year vesting periods (five years for stock options and three years for PSUs).

•

No Repricing. Our equity compensation plans prohibit repricing stock options without shareholder approval.

•

No Dividends on Unvested Equity Awards. We only pay dividends or dividend equivalents on equity awards when they vest.

•

No Employment Agreements. We do not have an employment agreement with any of our executives.

•

No Pension or Special Retirement Plans. We do not maintain a defined benefit pension plan or any special retirement plans.

•

No Hedging or Pledging. Our Insider Trading Policy prohibits our executives from hedging, pledging or trading in derivatives of our Common Shares.

•

Double Trigger. Under the change in control agreements that we maintain with Messrs. Schottenstein and Creek, the executive will not receive a cash severance unless both a change in control and a qualifying termination of employment occur.

Role of Executive Officers

At the Committee’s request, our Chief Executive Officer, with the assistance of other members of management, made initial recommendations to the Committee regarding the 2022 executive compensation program. Also at the Committee’s request, the Chief Executive Officer and certain of such other members of management attended the Committee meetings related to the 2022 executive compensation program. The Committee sought this input because of the Chief Executive Officer’s close working relationship with the other Named Executive Officers and to ensure that its decisions aligned with our financial and strategic goals. While the Committee considers this input, it has the exclusive authority to determine all elements of executive compensation and makes all final decisions.

Role of Independent Compensation Consultant

The Committee engaged Pearl Meyer to serve as its independent compensation consultant in 2022. Pearl Meyer’s engagement focused on reviewing: (1) our executive compensation program as a whole, each principal component, the mix of compensation and the competitiveness of such compensation relative to our Peer Group; (2) the dilution and overhang of our equity grants; and (3) our non-employee director compensation program as a whole, each principal component and the competitiveness of such compensation relative to our Peer Group. At the Committee’s request, Pearl Meyer discussed with management the recommendations that management planned to make to the Committee regarding 2022 compensation.

In August 2022, the Committee engaged Willis Towers Watson US LLC (“WTW”) to serve as its independent compensation consultant. WTW’s engagement in 2022 focused on peer group analysis, leadership compensation review, annual cash performance bonus structure and benchmarking.

During 2022, neither Pearl Meyer nor WTW provided any services to the Company beyond their respective support of the Committee. The Committee assessed the independence of Pearl Meyer and WTW and concluded that their respective work for us did not raise any conflict of interest.

Setting Executive Compensation

In the first quarter of each year, the Committee evaluates the executive officers’ performance, determines whether we achieved the performance goals applicable to their annual cash performance bonuses for the prior year and determines whether the PSUs for the recently completed three-year performance period vested. In the first quarter, the Committee also establishes the executive compensation program for the current year.

During the course of establishing the 2022 executive compensation program, the Committee reviewed:

•

our 2022 financial and strategic goals;

•

management’s recommendations for the 2022 executive compensation program;

•

a report prepared by our human resources department summarizing (1) our financial performance, total shareholder return and year-end share price for each of the preceding four fiscal years, (2) the annual cash performance bonuses paid during that same period and (3) the stock options granted to our executive officers as a group and Company-wide during the preceding three fiscal years;

•

a report prepared by our human resources department setting forth (1) the number of stock options granted during each of the preceding six fiscal years to each then-current 2018 LTIP participant (including our executive officers) and Company-wide, (2) management’s proposed stock option grants for 2022, (3) our estimated run rate for 2022 and estimated three-year average run rate for 2020-2022 and (4) the number of Common Shares that remained available under the 2018 LTIP;

•

tally sheets prepared by our human resources department setting forth for each executive officer the (1) dollar value of each component of compensation and total compensation for 2021 and, on an estimated basis, for 2022, (2) realizable value (i.e., the difference between the then-current market price of our Common Shares on the NYSE and the exercise price) of all outstanding stock options (on an exercisable and unexercisable basis), (3) estimated fair value of all outstanding PSUs (assuming achievement of the target performance levels for the PSUs awarded in 2020 and 2021 and based on estimated actual results for the PSUs awarded in 2019) and (4) potential payments upon a change in control;

•

the individual performance of each executive officer; and

•

a report prepared by Pearl Meyer analyzing, among other things: (1) our executive compensation program as a whole, each principal component, the mix of compensation and the competitiveness of such compensation relative to the peer group of publicly-traded homebuilders set forth below (the “Peer Group”); and (2) the dilution and overhang of our equity grants.

The Peer Group consisted of the following companies:


Beazer Homes USA, Inc.		M.D.C. Holdings, Inc.

Century Communities, Inc.		Meritage Homes Corporation

D.R. Horton, Inc.		NVR, Inc.

Hovnanian Enterprises, Inc.		PulteGroup, Inc.

KB Home		Taylor Morrison Home Corporation

Lennar Corporation		Toll Brothers, Inc.

LGI Homes, Inc.		Tri-Pointe Group, Inc.

The Committee, with input from management and Pearl Meyer, selected our Peer Group. The Committee selected these companies, which are all engaged in high production homebuilding as their primary business, because they are generally our principal competitors for personnel, customers, land and investment. In 2022, the Peer Group remained the same as in 2021.

The Committee utilized the Peer Group data to understand the current compensation practices and levels of our competitors and ensure that our executive compensation was generally consistent and competitive with the components, forms and amounts of compensation paid by our competitors (i.e., reasonable on a relative basis). The Committee did not benchmark our compensation, or any component thereof, to a specific percentile within our Peer Group. Instead, the Committee used the Peer Group data as a point of reference and one of several factors in setting executive compensation.

The Committee also takes into account that the homebuilding industry is highly competitive and cyclical and Messrs. Schottenstein and Creek have considerable tenure with us, experience in both up and down homebuilding cycles and delivered strong results during their tenure. The Committee believes that this continuity of management and experience is valuable—especially in light of the continued uncertainty impacting the homebuilding industry and the general economy.

2022 Executive Compensation

For 2022, the principal components of our executive compensation program were:

•

base salary;

•

annual cash performance bonus; and

•

long-term equity-based compensation in the form of (1) stock options and (2), in the case of Messrs. Schottenstein and Creek, PSUs.

The Committee believes that a mix of cash and equity-based compensation and short- and long-term compensation is necessary to strike an appropriate balance between short- and long-term financial and strategic goals, discourage excessive risk taking, align the interests of our executives and our shareholders and ensure our shareholders do not experience undue dilution. We do not have a pre-established formula or target for the mix between cash and equity-based compensation or short- and long-term compensation. The Committee subjectively determines the mix based on input from its compensation consultant, the Peer Group data, Company performance, individual performance, experience and responsibilities, short- and long-term financial and strategic goals, conditions in our industry and the general economy and our past practices.

Base Salary

Base salary is the only fixed component of compensation. As such, we intend for base salary to provide a competitive, stable level of compensation so that executives do not feel pressured to take unnecessary or excessive risks or overly focus on the price of our Common Shares. The Committee annually reviews and subjectively determines each Named Executive Officer’s base salary.

When determining the Named Executive Officers’ 2022 base salaries, the Committee considered:

•

the base salaries of similarly-positioned executives in our Peer Group;

•

individual and Company performance in 2021;

•

the executive’s scope of responsibility, experience and tenure;

•

input from Pearl Meyer; and

•

homebuilding and general economic conditions.

The Committee did not assign a specific weighting to any of these factors.

Based on this review, the Committee elected not to change Mr. Schottenstein’s and Ms. Krohne’s base salaries in 2022 (which remained at $1,000,000 and $450,000, respectively) and increased Mr. Creek’s base salary from $650,000 in 2021 to $750,000 in 2022. The Committee determined that, while Mr. Schottenstein and Ms. Krohne each performed well in 2021, no changes were necessary to achieve our compensation objectives. Additionally, in the case of Mr. Creek, the Committee determined to increase Mr. Creek’s base salary based on our corporate performance and his individual performance in 2021, the scope of Mr. Creek’s responsibilities and the base salaries of similarly-situated executives in our Peer Group.

Annual Cash Performance Bonus

The annual cash performance bonus is designed to motivate our Named Executive Officers and reward them based on our achievement of one or more pre-determined, objective performance goals that directly relate to our financial and strategic goals for the year. The annual cash performance bonus opportunity generally represents the most significant portion of each Named Executive Officer’s potential total compensation. The Committee believes the bonus fosters a pay-for-performance culture and accountability for our performance. The bonus is awarded pursuant to our 2009 Annual Incentive Plan, a cash-based incentive plan. Under this Plan, the Committee has the express authority to exercise negative discretion and reduce the amount paid to a participant with respect to an award.

During the first quarter of 2022, the Committee established the 2022 annual cash performance bonus program, including the performance goals and award formula that determine the amount of any bonus earned by our Named Executive Officers. The Committee subjectively established the 2022 performance goals and award formula based on:

•

our 2021 performance;

•

our 2022 budget and financial and strategic goals;

•

the annual bonus programs for similarly-positioned executives in our Peer Group;

•

homebuilding and general economic conditions;

•

our past practices; and

•

input from Pearl Meyer.

The Committee did not assign a specific weighting to any of these factors.

The Committee selected Adjusted Pre-Tax Income as the sole performance goal for the 2022 annual cash performance bonus program based on several considerations. First, our principal financial goal for 2022 was to increase our profitability (as measured by Adjusted Pre-Tax Income). Second, based on our historical performance and the historical design of our annual cash performance bonus program, the Committee continued to believe that the Adjusted Pre-Tax Income metric was an effective driver of our financial and operational performance and incentivized our executives to pursue actions that create sustainable shareholder value. For each year since 2012, our principal financial goal has been to increase our profitability (as measured by Adjusted Pre-Tax Income), we have increased our profitability annually and Adjusted Pre-Tax Income has been the sole

performance goal for our annual cash performance bonus program. Third, the Committee noted that the Adjusted Pre-Tax Income metric focused our executives in a balanced manner on increasing revenue, expanding margins and controlling costs, provided a clear connection between pay and performance and was aligned with our operational goals. Fourth, the pre-tax income metric was widely used by our Peer Group with more than half of the companies using pre-tax income as a performance metric in their annual bonus program and all of the companies using a profitability metric. Finally, Pearl Meyer supported the selection of this metric.

The Committee made the changes reflected in the following table to the design of the award formula for our 2022 annual cash performance bonus program to provide further incentive to the Named Executive Officers to drive performance and increase profitability relative to our 2021 performance and reward exceptional performance during a period of significant uncertainty in the homebuilding industry:


Item	2021 Amount	2022 Amount
Threshold Performance Goal	$75 million	$75 million

Target Performance Goal	Not applicable	$530 million

Maximum Performance Goal	$330 million	$580 million

Threshold Bonus Opportunity	40% of maximum bonus opportunity	30% of target bonus opportunity

Maximum Bonus Opportunity	100% of maximum bonus opportunity	110% of target bonus opportunity

Mr. Schottenstein’s Maximum Bonus Opportunity	350% of base salary	385% of base salary

Mr. Creek’s Maximum Bonus Opportunity	250% of base salary	275% of base salary

Ms. Krohne’s Maximum Bonus Opportunity	100% of base salary	132% of base salary

The increases to the maximum percentages applicable to Messrs. Schottenstein and Mr. Creek were the first increases since 1999 and 2006, respectively. As a result of these changes to the design of the award formula, the payout curve under the 2022 award formula required us to outperform 2021 at all points along the payout curve (except threshold). While the Committee was focused on driving profitability when it established the 2022 award formula in the first quarter of 2022, the Committee was mindful, at that time, that 2021 was an extraordinary year for us (with record results) and the homebuilding industry that may not be representative of future years (including 2022) particularly given the significant uncertainty for 2022 with respect to the homebuilding industry and the general economy (the extent of which was difficult to predict). The Committee accounted for the extraordinary nature of 2021 and the then prevailing uncertainty when setting the target and maximum performance levels at $530 million and $580 million, respectively, which represented increases of approximately 67% and 76%, respectively, above the maximum performance level for 2021 and 2.7% and 12.3%, respectively, above the Adjusted Pre-Tax Income we achieved in 2021.

The Committee structured the payout curve under the 2022 award formula so that the amount earned for Adjusted Pre-Tax Income that (1) fell between the threshold performance level and the target performance level increased proportionately based on linear interpolation and (2) fell between the target performance level and the maximum performance level increased proportionately based on linear interpolation. To foster teamwork and cohesion, the Committee continued to align the payout opportunities for the Named Executive Officers so that each would earn the same percentage of his or her maximum performance bonus opportunity at all performance levels.

The following table sets forth the amount that each Named Executive Officer was eligible to earn based on our achievement of the threshold, target and maximum performance levels and the actual amount earned based on our 2022 performance:

Adjusted Pre-Tax Income Performance Goal⁽¹⁾


Named Executive Officer	Amount Earned at Threshold⁽²⁾		Amount Earned at Target⁽²⁾		Amount Earned at Maximum⁽²⁾		Actual Amount Earned in 2022
Robert H. Schottenstein	$	1,050,000	$	3,500,000	$	3,850,000	$	3,850,000

Phillip G. Creek	$	562,500	$	1,875,000	$	2,062,500	$	2,062,500

Susan E. Krohne	$	162,000	$	540,000	$	594,000	$	594,000

(1)

Adjusted Pre-Tax Income means the Company’s pre-tax income from operations, excluding extraordinary items, such as asset impairments and certain other non-cash write-offs. For 2022, Adjusted Pre-Tax Income was equal to the sum of (a) income before income taxes and (b) asset impairment charges, as reflected in our audited consolidated statements of income included in our 2022 Form 10-K.

(2)	As discussed above, the amounts earned increase proportionately based on linear interpolation for performance between (a) the threshold performance level and the target performance level and (b) the target performance level and the maximum performance level.

In 2022, we achieved Adjusted Pre-Tax Income of $643.4 million. As a result, each of Messrs. Schottenstein and Creek and Ms. Krohne earned his or her maximum performance bonus. After considering these results and our overall 2022 performance, the Committee believes that the 2022 bonus program was an effective driver of growth in our profitability.

Equity-Based Compensation

Our equity-based compensation is designed to reward long-term performance, align the interests of our Named Executive Officers and our shareholders, promote retention and balance short-term financial goals with long-term operating decisions. To achieve these objectives, the Committee grants (1) service-based stock options and (2) PSUs. As a result, 100% of each Named Executive Officer’s equity-based compensation is dependent on our long-term performance or stock price appreciation before any value is realized.

2022 Awards. The Committee subjectively determined the number of stock options and the target number of PSUs granted to the Named Executive Officers in 2022 based on:

•

our 2021 performance;

•

our 2022 budget and financial and strategic goals and long-term strategic plan;

•

individual performance and scope of responsibility;

•

the long-term equity-based compensation for similarly-positioned executives in our Peer Group;

•

the estimated expense, dilutive effect, and impact on our run rate;

•

the number of options and PSUs previously granted to each applicable Named Executive Officer; and

•

input from Pearl Meyer.

The Committee did not assign a specific weighting to any of these factors.

Stock Options. In February 2022, the Committee awarded Mr. Schottenstein, Mr. Creek and Ms. Krohne options to purchase 120,000, 65,000 and 15,000 Common Shares, respectively. These awards represented increases of 20,000, 10,000 and 2,500 options for Messrs. Schottenstein and Creek and Ms. Krohne, respectively. In each case, the Committee increased the number of options based on the long-term equity compensation of similarly-situated executives in our Peer Group. The Committee last increased the number of options annually awarded to Messrs. Schottenstein and Creek in 2020 and 2013, respectively. All of the options awarded in 2022 vest and become exercisable in 20% increments on the first five anniversaries of the date of grant, subject to the Named Executive Officer’s continued employment on the applicable vesting date (except in certain circumstances), and expire ten years after the date of grant.

Because stock options have value only if the price of our Common Shares increases, the Committee believes that options are inherently tied to shareholder return and align the interests of our Named Executive Officers and our shareholders. The Committee further believes that the five-year vesting schedule focuses our Named Executive Officers on our long-term performance, is consistent with the nature of the homebuilding business (i.e., the business requires a relatively long time horizon before a financial benefit is realized), mitigates excessive risk taking in the short-term and serves as a retention tool (unvested options are forfeited if an executive voluntarily terminates his or her employment).

PSUs. In February 2022, the Committee awarded Messrs. Schottenstein and Creek 21,012 and 12,607 target number of PSUs, respectively, with the underlying Common Shares having a respective aggregate market value on the grant date of approximately $1,000,000 and $600,000 (the “2022-2024 PSUs”). In each case, this aggregate grant date market value was approximately the same as the aggregate grant date market value of the Common Shares underlying the target number of PSUs awarded to such Named Executive Officer in 2021. The Committee last increased the aggregate grant date market value of the Common Shares underlying the target number of PSUs annually awarded to Messrs. Schottenstein and Creek in 2020. The Committee determined to only award PSUs to executive officers at the Executive Vice President level and above in 2022.

The actual number of 2022-2024 PSUs that will vest and be earned (if any) by each applicable Named Executive Officer will be based (1) 80% on our cumulative annual Adjusted Pre-Tax Income (the “2022-2024 Adjusted Pre-Tax Income Performance Goal”) over the three-year performance period commencing on January 1, 2022 and ending on December 31, 2024 (the “2022-2024 Performance Period”) and (2) 20% on our relative total shareholder return compared to our Peer Group (the “2022-2024 Relative TSR Performance Goal”) over the 2022-2024 Performance Period, and on continued employment (except in certain circumstances). For each performance goal, the Committee established threshold, target and maximum performance levels and the 2022-2024 PSUs will vest, if at all, after completion of the 2022-2024 Performance Period, based upon our actual level of achievement of such performance goal, at the following percentage levels of the target number of 2022-2024 PSUs allocated to such performance goal:


Level of Achievement of Performance Goal⁽¹⁾⁽²⁾		Percentage of Target 2022-2024 PSUs Vesting⁽¹⁾

Below Threshold		0%

Threshold		50%

Target		100%

Maximum or Above		150%

(1)

The percentage of the target 2022-2024 PSUs that will vest and be earned for performance between (a) the threshold and target levels will increase proportionately based on linear interpolation from 50% to 100% based on our actual performance and (b) the target and maximum levels will increase proportionately based on linear interpolation from 100% to 150% based on our actual performance.

(2)

The same threshold, target and maximum performance levels for each performance goal apply to each applicable Named Executive Officer.

Additionally, the applicable Named Executive Officer must remain employed by us through the end of the 2022-2024 Performance Period for the 2022-2024 PSUs to vest and be earned, except in the case of termination due to death, disability or retirement or involuntary termination without cause by us. Any vested 2022-2024 PSUs will be settled on a one-for-one basis in Common Shares. Any 2022-2024 PSUs that do not vest will be forfeited. The 2022-2024 PSUs have no dividend or voting rights.

The Committee selected Adjusted Pre-Tax Income as the primary performance goal (weighted 80%) because this metric (1) is a key metric in our internal, long-term financial plan, (2) provides a balanced approach to focusing our executives on achieving our long-term objectives and maximizing performance and (3) is consistent with the long-term incentive plan practices of our Peer Group (nearly all of the companies in our Peer Group use some measure of profitability in their long-term incentive plan with the pre-tax income metric being the most common). The Committee subjectively established the threshold, target and maximum performance levels after considering our projections and strategic plan for the 2022-2024 Performance Period and current and expected homebuilding and general economic conditions.

The target level approximates our projected cumulative annual Adjusted Pre-Tax Income for the 2022-2024 Performance Period. It was designed to be reasonably achievable and provide a meaningful opportunity for reward with strong performance that requires our average annual Adjusted Pre-Tax Income for the 2022-2024 Performance Period to exceed our 2021 Adjusted Pre-Tax Income ($516.3 million). The maximum level was set at approximately 104% of the target level and was designed to incentivize and reward superior performance that exceeds our expectations. The threshold level was set at approximately 70% of the target level and was designed to mitigate the incentive for the executives to take unnecessary risks to achieve the target performance level by providing a reasonable vesting opportunity if our performance falls short of the target but meets a threshold level. Similar to the annual cash performance bonus program, the Committee was mindful, at the time it was establishing the terms of the 2022-2024 PSUs, that 2021 was an extraordinary year for us (with record results) and the homebuilding industry that may not be representative of future years particularly given the significant uncertainty for 2022 with respect to the homebuilding industry and the general economy (the extent of which was difficult to predict).

The Committee selected relative total shareholder return as the secondary performance goal (weighted 20%) because this metric (1) further aligns the interests of our executives and our shareholders, (2) assesses performance relative to our Peer Group and thereby balances the emphasis on Company-based performance measures and (3) is consistent with the long-term incentive plan practices of our Peer Group (the majority of the companies in our Peer Group use the relative total shareholder return metric in their long-term incentive plan). Relative total shareholder return will be calculated based on changes in the market price of our Common Shares (plus dividends paid on the Common Shares (if any)) over the 2022-2024 Performance Period compared to each company in our Peer Group. Consistent with past practice, the Committee set the threshold, target and maximum performance levels at the 25th, 50th and 75th percentiles of the Peer Group, respectively.

Results/Payment for 2020-2022 PSUs. As described in our 2020 Proxy Statement, in February 2020, the Committee awarded Messrs. Schottenstein and Creek 23,679 and 14,207 target number of PSUs, respectively (the “2020-2022 PSUs”). Pursuant to the 2020-2022 PSUs, each such Named Executive Officer was entitled to a grant of our Common Shares ranging from 0% to 150% of his target number of 2020-2022 PSUs based (1) 80% on our cumulative annual Adjusted Pre-Tax Income over the three-year performance period commencing on January 1, 2020 and ending on December 31, 2022 (the “2020-2022 Performance Period”) and (2) 20% on our relative total shareholder return compared to our 2020-2022 PSU Peer Group over the 2020-2022 Performance Period, and on continued employment (except as discussed below).

At the time of grant of the 2020-2022 PSUs, the Committee established threshold, target and maximum performance levels for each performance goal and the 2020-2022 PSUs vested after the completion of the 2020-2022 Performance Period based upon our actual level of achievement of such performance goal, at the following percentage levels of the target number of 2020-2022 PSUs allocated to such performance goal:


Level of Achievement of Performance Goal⁽¹⁾⁽²⁾		Percentage of Target 2020-2022 PSUs Vesting⁽¹⁾

Below Threshold		0%

Threshold		50%

Target		100%

Maximum or Above		150%

(1)

The percentage of the target 2020-2022 PSUs that vested and were earned for performance between (a) the threshold and target levels increased proportionately based on linear interpolation from 50% to 100% based on our actual performance and (b) the target and maximum levels increased proportionately based on linear interpolation from 100% to 150% based on our actual performance.

(2)

The same threshold, target and maximum performance levels for each performance goal applied to each applicable Named Executive Officer.

The following table sets forth the threshold, target and maximum performance levels for each performance goal for the 2020-2022 PSUs and our actual results with respect to such goals:

2020-2022 PSU Award Results


	Performance Level			Actual Performance
Performance Goal	Threshold	Target	Maximum	Actual Performance
Adjusted Pre-Tax Income⁽¹⁾ (weighted 80%)	$465 million	$570 million	$615 million	$1,478 million
Relative TSR⁽²⁾ (weighted 20%)	25%	50%	75%	21%

(1)

Adjusted Pre-Tax Income means the Company’s cumulative annual pre-tax income from operations, excluding extraordinary items, such as asset impairments and certain other non-cash write-offs, over the 2020-2022 Performance Period. For 2020, Adjusted Pre-Tax Income was equal to the sum of (a) income before income taxes, (b) impairment of inventory and investment in joint venture arrangements and (c) stucco-related charges, net of recoveries, included in “Costs and expenses: Land and housing;” for 2021, Adjusted Pre-Tax Income was equal to (a) the sum of (i) income before income taxes and (ii) loss on early extinguishment of debt less (b) a one-time gain included in “Other income,”; and for 2022, Adjusted Pre-Tax Income was equal to the sum of (a) income before income taxes and (b) asset impairment charges, in each case as reflected in our audited consolidated statements of income included in our 2022 Form 10-K.

(2)

Relative TSR means the Company’s total shareholder return over the 2020-2022 Performance Period as compared to the total shareholder return of each company in our 2020-2022 Peer Group over the same period. Total shareholder return is calculated based on the change in the market price of the applicable company’s common shares (plus dividends paid on such shares (if any)) over the 2020-2022 Performance

Period. The 2020-2022 Peer Group consisted of the same companies that comprise our current Peer Group, except that the 2020-2022 Peer Group included (a) William Lyon Homes and Taylor Morrison Home Corporation until their merger in February 2020 (using a weighted average share price of the two companies (based on market capitalization) for the beginning share price) and (b) Taylor Morrison Home Corporation after the merger until the end of the 2020-2022 Performance Period.

For the 2020-2022 Performance Period, (1) we achieved cumulative annual Adjusted Pre-Tax Income of $1,478 million and (2) our relative total shareholder return ranked in the 21st percentile of the 2020-2022 Peer Group. Based on these results, the Committee certified a vesting level of 120% of Messrs. Schottenstein’s and Creek’s respective target number of 2020-2022 PSUs and approved grants of 28,414 and 17,048 Common Shares to Messrs. Schottenstein and Creek, respectively.

Equity Grant Practices. The Committee grants all equity-based awards (including awards to our non-employee directors) pursuant to the 2018 LTIP. Except in the case of grants for new hires (which are generally made at the first Committee meeting following the hiring date), the Committee grants all stock options and PSUs at its first regularly scheduled Committee meeting of the year (typically in February). Our Board generally establishes the date of this meeting many months in advance, and the meeting follows our release of earnings for the prior year. We do not have any program, plan or practice to time the grant of equity-based awards with the release of material non-public information. All stock options are awarded at the closing price of our Common Shares on the NYSE on the date of grant (i.e., the date the Committee approves the grant).

Benefits and Perquisites

In 2022, we provided our Named Executive Officers with the following benefits and perquisites (in addition to those received by all employees generally). The Named Executive Officers, along with certain other members of management, receive a monthly automobile allowance (with the amount based on position). We believe this benefit provides qualifying management with a benefit of high perceived value at a relatively low cost. For security and efficiency reasons, we allow Messrs. Schottenstein and Creek to use our corporate airplane for personal use. The Committee reviews the extent of personal usage on a quarterly basis and retains the authority to discontinue such usage at any time. Messrs. Schottenstein and Creek were assessed income for all personal use of the plane in 2022 in accordance with the applicable Internal Revenue Service regulations. The amount shown in the Summary Compensation Table represents the incremental cost to the Company for their personal use of the plane. In addition, in 2022, we paid certain moving and relocation related expenses that Ms. Krohne incurred in connection with her relocation to Columbus, Ohio.

Since 1997, we have also maintained (on the same terms without any material modification) a $1.0 million supplemental split-dollar life insurance policy for Mr. Creek. Under this arrangement, we have an obligation to pay a portion of the premium and he has an obligation to pay the balance. In addition to paying our portion of the premium, we pay his portion and reimburse him for the taxes he incurs as a result of our payment of his portion.

Payments in Connection with Termination of Employment or Change in Control

We do not have employment or severance agreements with any of our Named Executive Officers, other than the change in control agreements described below (the “CIC Agreements”). As a result, we are not obligated to pay any severance or other enhanced benefits to our Named Executive Officers upon termination of employment or a change in control, except, under certain circumstances, for the benefits provided under the CIC Agreements, our equity compensation plans and our annual performance bonus plan. The Committee believes these benefits help us attract and retain exceptional executives and, in the case of the CIC Agreements, align executive and shareholder interests by enabling the applicable executives to pursue business alternatives that maximize shareholder value without a concern for job security.

CIC Agreements. We are a party to a CIC Agreement with each of Messrs. Schottenstein and Creek. The CIC Agreements are identical in all respects, except for the amounts payable thereunder, and remain in effect for so long as we employ the applicable executive or until we mutually agree to terminate his CIC Agreement.

As previously reported, we entered into the CIC Agreements in 2008 with each of our then executive officers (including Messrs. Schottenstein and Creek). The Committee, at that time, determined that it was in our best interests to enter into the CIC Agreements based on several considerations, including to: (1) serve as a retention tool and ensure the executive officers pursue business alternatives that maximize shareholder value without a concern for job security; (2) focus the executive officers on leading our business through the then ongoing, severe recession in the homebuilding industry; and (3) ensure our compensation practices remained competitive. In connection with Ms. Krohne’s hiring in 2021, the Committee elected not to enter into a CIC Agreement with Ms. Krohne.

The CIC Agreements provide Messrs. Schottenstein and Creek with a level of financial protection only upon a loss of employment in connection with a change in control (i.e., a “double trigger”). Under the CIC Agreements, if (1) we terminate the applicable executive officer’s employment without cause within six months prior to, or twenty-four months after, a change in control or (2) the applicable executive officer terminates his employment for good reason within twenty-four months after a change in control, such executive officer will be entitled to:

•

a lump sum payment equal to the sum of:

•

a pre-determined multiple of his then-current annual base salary,

•

a pre-determined multiple of his average bonus earned during the five fiscal years immediately preceding the date of termination,

•

a prorated amount of the annual bonus (if any) which such executive officer is eligible to receive with respect to the fiscal year in which his employment is terminated, calculated based upon (1) the degree to which the performance goals applicable to his bonus have been achieved (on a prorated basis) through the last day of the month preceding his termination of employment and (2) the number of full calendar months that have elapsed during the fiscal year in which the termination occurs, and

•

any unused vacation; and

•

continued coverage (at no cost) in all of our programs that are subject to the benefit provisions of COBRA for up to a maximum of 24 months unless he obtains replacement coverage.

The pre-determined payment multiples are 2.99 for Mr. Schottenstein and 2 for Mr. Creek. These multiples were selected based primarily on a review of market data for our Peer Group.

Under the CIC Agreements, if the payments to be received by an executive officer constitute “excess parachute payments” under Section 280G of the Code, and are subject to excise tax under Section 4999 of the Code, such executive officer will be entitled to a gross-up payment in an amount necessary to ensure that he does not bear the cost of the excise tax, unless a cut-back by less than 10% of the total amount payable would make the excise tax inapplicable (in which case the amount payable to him will be reduced to the extent necessary to make the excise tax inapplicable). This modified gross-up provision was included to balance protecting the executives from any excise tax and limiting our exposure to the cost of a gross-up if the excise tax is triggered by a minimal amount.

2018 LTIP and 2009 LTIP. Under the 2018 LTIP (our current equity compensation plan) and the 2009 LTIP (our former equity compensation plan and under which awards remain outstanding) and the respective form of award agreement that applies to all outstanding stock options thereunder, if a participant’s employment is terminated for any reason other than death, disability, retirement or cause, his or her stock option privileges will be limited to the options then exercisable on the date of termination and expire unless exercised within 60 days after such date. In the case of termination due to death, disability or retirement, all options will become immediately exercisable and expire unless exercised by the applicable expiration date of the option. In the case of termination for cause, a participant will forfeit all of his or her options (whether or not exercisable). In the case of a change in control of M/I Homes, the Committee may take such actions as it deems necessary or desirable with respect to outstanding stock options. However, if in connection with a change in control, the Committee elects to (1) cancel any option, the participant will be entitled to receive a cash payment equal to the excess, if any, of the value of the consideration to be paid in the change in control to holders of the same number of Common Shares as the number of Common Shares underlying the option being cancelled over the aggregate exercise price of the option being cancelled or (2) cause a substitute award to be issued with respect to any option, the substitute award must substantially preserve the value, rights and benefits of the option being substituted.

Pursuant to the 2018 LTIP (our only equity compensation plan under which PSUs remain outstanding) and the form of award agreement that applies to all outstanding PSUs thereunder, if a participant’s employment is terminated before the end of the performance period for any reason other than death, disability, retirement or involuntary termination by us without cause (i.e., termination by us for cause or voluntary termination by the participant), the participant will forfeit all of his or her PSUs. In the case of termination due to death or disability, the number of PSUs that would have vested had the participant remained employed through the end of the performance period (based on our actual performance as of the end of the performance period) will vest and be earned. In the case of termination due to retirement or involuntary termination by us without cause, a prorated portion of the PSUs that would have vested (based on our actual performance as of the end of the performance period) will vest and be earned. The prorated amount will be based on the full number of months that the participant remained employed during the performance period. In the case of a change in control of M/I Homes, the Committee may take such actions as it deems necessary or desirable with respect to outstanding PSUs. However, if in connection with a change in control, the Committee elects to (1) cancel any PSU award, then the target number of PSUs subject to such award will vest and the participant will be entitled to receive a cash payment equal to the product of (a) the value of the consideration to be paid for each Common Share in connection with the change in control and (b) the number of vested PSUs or (2) cause a substitute award to be issued with respect to any PSUs, the substitute award must substantially preserve the value, rights and benefits of the PSUs being substituted.

2009 Annual Incentive Plan. Under our 2009 Annual Incentive Plan, if a participant’s employment is terminated before the end of the performance period for any reason other than death, disability, retirement or involuntary termination by us without cause (i.e., termination by us for cause or voluntary termination by the participant), he or she will not be eligible to receive any compensation under the Plan for such performance period. In the case of termination due to death, disability, retirement or involuntary termination by us without cause, he or she will be eligible to receive a prorated portion (based on the number of whole calendar months that the participant was employed by us during the performance period) of the compensation that would have been payable (based on our actual performance as of the end of the performance period) if he or she had remained employed for the full performance period. If a participant’s employment is terminated after the end of a performance period but prior to the related payment date, he or she will be entitled to receive any compensation earned for such performance period, except in the event of a termination for cause, in which case he or she will not receive any compensation for such performance period. In the case of a change in control of M/I Homes, each outstanding award under the 2009 Annual Incentive Plan will be deemed earned and payable at its “target” level.

For more information concerning the Named Executive Officers’ rights (including quantification of the amounts that would be payable) upon termination of employment or a change in control, see “Compensation of Executive Officers—Potential Payments Upon Termination of Employment or Change in Control.”

Deferred Compensation Plan

The Named Executive Officers may elect to defer payment of all or part of their annual cash performance bonus (if any) to a later date under our Executives’ Deferred Compensation Plan. The deferred amount is allocated to the executive’s deferred compensation account, where the deferred amount is converted into that number of whole phantom stock units determined by dividing the deferred amount by the closing price of our Common Shares on the NYSE on the date of such conversion (which is the same day the bonus is paid and the allocation is made). Each executive’s deferred compensation account is credited in an amount equal to any cash dividends paid on our Common Shares based on the phantom stock units then held by the executive. The amount so credited for dividends is also converted into phantom stock units. Subject to Section 409A of the Code, the phantom stock units held by an executive are distributed in the form of whole Common Shares (on a one-for-one basis) within 60 days of the earlier of the date specified by the executive in his or her deferral notice for the applicable plan year or the date his or her employment terminates for any reason other than retirement or, in certain cases, disability (in which case, the date set forth in his or her deferral notice applies), except that, in the event of a change in control, the phantom stock units are distributed in whole Common Shares within 60 days of the date of the change in control if an executive has so elected.

We make no contributions under the Executives’ Deferred Compensation Plan (matching or otherwise), and our obligations under the Plan are general unsecured obligations. The Committee believes that, by encouraging ownership of our Common Shares, the Plan further aligns the interests of our executives and our shareholders. None of the Named Executive Officers elected to defer any portion of his or her 2022 bonus. For more information concerning the Named Executive Officers’ participation in the Plan and their respective account balances thereunder as of December 31, 2022, see “Compensation of Executive Officers—Nonqualified Deferred Compensation.”

Share Ownership Guidelines

We do not require our executive officers to own a minimum number of our Common Shares. However, equity-based compensation is a significant percentage of their total compensation, and as of the Record Date, Messrs. Schottenstein and Creek and Ms. Krohne beneficially owned 737,486, 171,162 and 5,500 Common Shares, respectively. For more information concerning the Named Executive Officers’ beneficial ownership of our Common Shares, see “Principal Shareholders.”

Anti-Hedging/Pledging

Our officers (including our executive officers), directors and employees are subject to our Insider Trading Policy. This Policy sets forth rules governing transactions in our securities and the handling of confidential information. The Policy prohibits certain transactions which we believe create a heightened risk and/or the appearance of inappropriate conduct, including the purchase of financial instruments or other transactions that hedge or offset (or are designed to hedge or offset) a decrease in market value of our securities. Specifically, the Policy prohibits our officers, directors and employees from (1) engaging in hedging or monetization transactions, including prepaid variable forward contracts, equity swaps, collars and exchange funds, (2) buying or selling publicly traded-options, including put options, call options and other derivative securities, (3) engaging in short sales, (4) holding securities in a margin account and (5) pledging securities as collateral for a loan, in each case with respect to our securities. These prohibitions apply to securities acquired by an officer, director or employee as part of his or her compensation and securities otherwise held by him or her. The prohibitions also apply to the family members of an officer, director or employee (and any other persons) who reside in the officer’s, director’s or employee’s household as well as any family members whose transactions are directed by, or subject to the influence or control of, such officer, director or employee.

Looking Forward—2023 Compensation

After reviewing our executive compensation program and data provided by WTW, consulting with WTW and receiving input from our Chief Executive Officer and certain other members of management, in the

first quarter of this year, the Committee established our 2023 executive compensation program. The 2023 program is substantially similar in design to our 2022 program. Set forth below is a summary of the principal components of the 2023 program.

Base Salary. The base salaries for Mr. Schottenstein, Mr. Creek and Ms. Krohne remain at $1,000,000, $750,000 and $450,000 respectively.

Annual Performance Bonus. Each Named Executive Officer is eligible to receive an annual cash performance bonus based on our 2023 Adjusted Pre-Tax Income. Under the 2023 annual cash performance bonus program and similar to the 2022 program, Messrs. Schottenstein and Creek and Ms. Krohne are eligible to receive a bonus of up to 385%, 275% and 132%, respectively, of their 2023 base salaries. As described above in “—2022 Executive Compensation-Annual Performance Bonus,” these same percentages applied in 2022.

Equity-Based Compensation. In February 2023, the Committee awarded Messrs. Schottenstein and Creek and Ms. Krohne stock options to purchase 120,000, 65,000 and 17,500 Common Shares, respectively. In the case of Messrs. Schottenstein and Creek, these awards represented the same number of service-based stock options that he received in 2022. With respect to Ms. Krohne, this award represented an increase of 2,500 service-based stock options based on the long-term equity compensation of similarly-situated executives in our Peer Group. These options vest and become exercisable in 20% increments on the first five anniversaries of the date of grant, subject to the Named Executive Officer’s continued employment on the applicable vesting date (except in certain circumstances).

In February 2023, the Committee also awarded Messrs. Schottenstein and Creek 17,027 and 10,216 target number of PSUs, respectively, with the underlying Common Shares having a respective aggregate market value on the date of grant of approximately $1,000,000 and $600,000. In each case, this aggregate grant date market value was approximately the same as the aggregate grant date market value of the Common Shares underlying the target number of PSUs awarded to such Named Executive Officer in 2022.

The PSUs awarded to Messrs. Schottenstein and Creek will vest and be earned, if at all, after the completion of the performance period, which is the three-year period commencing on January 1, 2023 and ending on December 31, 2025, based (1) 80% on our cumulative annual Adjusted Pre-Tax Income and (2) 20% on our relative total shareholder return compared to our Peer Group over the performance period, and on continued employment (except in certain circumstances). The actual number of PSUs that will vest and be earned by each of Messrs. Schottenstein and Creek may be increased by up to 50% (from the target number) if we achieve the maximum performance level for both of the performance goals and may be decreased to zero if we fail to achieve the threshold performance level for both of the performance goals. If we achieve the threshold performance level for both of the performance goals, 50% of each of Messrs. Schottenstein’s and Creek’s target number of PSUs will vest and be earned. The percentage of the target number of PSUs that will vest and be earned for performance between (1) the threshold and target levels will increase proportionately based on linear interpolation from 50% to 100% based on our actual performance and (2) the target and maximum levels will increase proportionately based on linear interpolation from 100% to 150% based on our actual performance. The same threshold, target and maximum performance levels apply to each of Messrs. Schottenstein and Creek. The vested PSUs will be settled on a one-for-one basis in whole Common Shares. The PSUs have no dividend or voting rights. Any portion of the PSUs that do not vest will be forfeited.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board (and the Board approved) that the Compensation Discussion and Analysis be included in this Proxy Statement and the Company’s 2022 Form 10-K.

Compensation Committee:

Friedrich K.M. Böhm (Chairman)

Elizabeth K. Ingram

Michael P. Glimcher

Norman L. Traeger

COMPENSATION OF EXECUTIVE OFFICERS

Summary Compensation Table for 2022

The following table summarizes the total compensation for the fiscal years ended December 31, 2022, 2021 and 2020 for the Company’s Named Executive Officers:


Name and Principal Position	Year		Salary ($)		Bonus ($) ⁽²⁾		Stock Awards ($) ⁽³⁾		Option Awards ($) ⁽⁴⁾		Non-Equity Incentive Plan Compensation ($) ⁽⁵⁾		All Other Compensation ($) ⁽⁶⁾		Total ($)
Robert H. Schottenstein		2022		1,000,000		—		1,012,231		1,954,800		3,850,000		390,442		8,207,473
Chairman, Chief Executive Officer		2021		1,000,000		—		1,017,799		1,569,000		3,500,000		340,996		7,427,795
and President		2020		1,000,000		—		977,610		1,265,000		3,500,000		140,065		6,882,675
Phillip G. Creek		2022		750,000		—		612,087		1,058,850		2.062,500		75,223		4,558,660
Executive Vice President, Chief		2021		650,000		—		610,667		862,950		1,625,000		34,784		3,783,401
Financial Officer and Director		2020		650,000		—		586,552		695,750		1,625,000		33,922		3,591,224
Susan E. Krohne ⁽¹⁾		2022		450,000		—		—		244,350		594,000		116,901		1,405,251
Senior Vice President, Chief Legal		2021		257,885		100,000		—		243,250		262,500		39,909		903,544
Officer and Secretary

(1)	Effective June 1, 2021, the Company hired Ms. Krohne as Senior Vice President, Chief Legal Officer and Secretary.

(2)	In connection with Ms. Krohne’s hiring, the Company paid Ms. Krohne a one-time bonus in the amount of $100,000 upon the commencement of her employment.

(3)

The amounts shown reflect the aggregate grant date fair value of the target number of 2022-2024 PSUs, PSUs granted in 2021 (the “2021-2023 PSUs”) and 2020-2022 PSUs granted under the 2018 LTIP during the 2022, 2021 and 2020 fiscal years, respectively, computed in accordance with FASB ASC Topic 718. These amounts do not represent the actual amounts that will be realized by the Named Executive Officers with respect to such awards. Assumptions used in the calculation of these amounts are included in Note 2 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2022, included in the Company’s 2022 Form 10-K. The actual number of PSUs that will vest and be earned (if any) by each Named Executive Officer will be based (a) 80% on our cumulative annual Adjusted Pre-Tax Income over the applicable performance period (which began on January 1, 2022 and ends on December 31, 2024 for the 2022-2024 PSUs, which began on January 1, 2021 and ends on December 31, 2023 for the 2021-2023 PSUs, and which began on January 1, 2020 and ends on December 31, 2022 for the 2020-2022 PSUs) and (b) 20% on our relative total shareholder return compared to our Peer Group over the applicable performance period, and on continued employment (except in certain circumstances). The aggregate grant date fair value of the PSUs assuming we achieve the maximum performance level is as follows: Mr. Schottenstein, $1,518,349 for the 2022-2024 PSUs, $1,526,675 for the 2021-2023 PSUs, and $1,466,394 for the 2020-2022 PSUs; and Mr. Creek, $910,970 for the 2022-2024 PSUs, $916,003 for the 2021-2023 PSUs, and $879,805 for the 2020-2022 PSUs. See “Compensation Discussion and Analysis—2022 Executive Compensation—Equity-Based Compensation” and “Compensation Discussion and Analysis—Payments in Connection with Termination of Employment or Change in Control” for more information concerning the 2022-2024 PSUs granted in the 2022 fiscal year and PSUs granted under the 2018 LTIP generally.

(4)

The amounts shown reflect the aggregate grant date fair value of stock options granted under the 2018 LTIP during the 2022, 2021 and 2020 fiscal years computed in accordance with FASB ASC Topic 718. These amounts do not represent the actual amounts that will be realized by the Named Executive Officers with respect to such awards. Assumptions used in the calculation of these amounts are included in Note 2 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2022, included in the Company’s 2022 Form 10-K. The stock option awards underlying the aggregate grant date fair value for each Named Executive Officer with respect to the 2022, 2021 and 2020 fiscal years are as follows:


Name	2022 ^(a) (# of shares)		2021 ^(a) (# of shares)		2020 ^(a) (# of shares)
Robert H. Schottenstein		120,000		100,000		100,000
Phillip G. Creek		65,000		55,000		55,000
Susan E. Krohne		15,000		12,500		—

(a)

These stock options were granted under the 2018 LTIP as the Named Executive Officer’s annual service-based stock option award, vest and become exercisable in 20% increments on the first five anniversaries of the date of grant (subject to the Named Executive Officer’s continued employment on the applicable vesting date (except in certain circumstances)) and expire ten years after the date of grant unless sooner exercised or forfeited. See “Compensation Discussion and Analysis—2022 Executive Compensation—Equity-Based Compensation” and “Compensation Discussion and Analysis—Payments in Connection with Termination of Employment or Change in Control” for more information concerning the annual service-based stock options granted in the 2022 fiscal year and stock options granted under the 2018 LTIP generally.

(5)

The amounts shown reflect the non-equity incentive plan cash performance bonuses earned by the Named Executive Officers under the Company’s 2009 Annual Incentive Plan for the 2022, 2021 and 2020 fiscal years. See “Compensation Discussion and Analysis—2022 Executive Compensation—Annual Cash Performance Bonus” for more information concerning the annual cash performance bonuses earned by the Named Executive Officers with respect to the 2022 fiscal year.

(6)	The following table sets forth the details of “All Other Compensation” paid to each Named Executive Officer with respect to the 2022, 2021 and 2020 fiscal years:


Name	Year		Vehicle Allowance ($) ^(a)		Personal Use of Company Aircraft ($) ^(b)		Tax Reimbursement ($) ^(c)		Life Insurance Premiums ($) ^(d)		Company Contributions to 401(k) Plan ($) ^(e)		Relocation Expenses ($) ^(f)		Total ($)
Robert H. Schottenstein		2022		10,200		376,062		—		—		4,180		—		390,442
		2021		10,200		327,115		—		—		3,681		—		340,996
		2020		10,200		126,464		—		—		3,401		—		140,065
Phillip G. Creek		2022		10,200		37,922		4,030		18,891		4,180		—		75,223
		2021		10,200		—		3,021		17,882		3,681		—		34,784
		2020		10,200		—		2,730		17,591		3,401		—		33,922
Susan E. Krohne		2022		10,200		—		—		—		4,180		101,730		116,901
		2021		5,950		—		—		—		—		33,959		39,909

(a)

The amounts shown reflect the aggregate cost to the Company attributable to a monthly automobile allowance.

(b)

The amounts shown reflect the incremental cost to the Company relating to personal use of the Company’s airplane. The incremental cost for personal use of the Company’s airplane is calculated based on the average variable cost per hour to operate the airplane (which includes fuel, airport services, landing fees, passenger supplies, pilot travel related costs, ground transportation and prorated amount of maintenance and service program) times the hours of personal use. See “Compensation Discussion and Analysis—Benefits and Perquisites” for more information concerning this benefit.

(c)

The amounts shown reflect the amounts paid by the Company for reimbursement of taxes incurred by Mr. Creek in connection with the Company’s payment of Mr. Creek’s portion of the premium for a supplemental split-dollar life insurance policy for his benefit.

(d)

The amounts shown reflect the Company’s payment of both its portion and Mr. Creek’s portion of the premium for a supplemental split-dollar life insurance policy for the benefit of Mr. Creek. See “Compensation Discussion and Analysis—Benefits and Perquisites” for more information concerning this benefit.

(e)

The amounts shown reflect profit-sharing contributions made by the Company to the Named Executive Officers pursuant to the Company’s 401(k) Plan.

(f)

The amounts shown reflect moving and relocation related expenses paid by the Company in connection with Ms. Krohne’s relocation to Columbus, Ohio.

Grants of Plan-Based Awards for 2022


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Option Awards: Number of Securities Underlying Options (#)⁽³⁾		Exercise or Base Price of Option Awards ($/Share)		Grant Date Fair Value of Stock and Option Awards ($)
Name	Grant Date	Threshold ($) ⁽¹⁾		Target ($)		Maximum ($) ⁽¹⁾		Threshold (#) ⁽²⁾		Target (#) ⁽²⁾		Maximum (#) ⁽²⁾				Exercise or Base Price of Option Awards ($/Share)		Grant Date Fair Value of Stock and Option Awards ($)
Robert H. Schottenstein	—		1,050,000		3,500,000		3,850,000
	2/17/2022								10,506		21,012		31,518						1,012,231	⁽⁴⁾
	2/17/2022														120,000		47.59		1,954,800	⁽⁵⁾
Phillip G. Creek	—		562,500		1,875,000		2,062,500
	2/17/2022								6,303		12,607		18,910						612,087	⁽⁴⁾
	2/17/2022														65,000		47.59		1,058,850	⁽⁵⁾
Susan E. Krohne	—		162,000		540,000		594,000
	2/17/2022														15,000		47.59		244,350	⁽⁵⁾

(1)

The amounts shown reflect the threshold, target and maximum amounts that each Named Executive Officer was eligible to receive with respect to the 2022 fiscal year based on the Adjusted Pre-Tax Income performance goal established by the Compensation Committee for such Named Executive Officer pursuant to the 2009 Annual Incentive Plan as described in “Compensation Discussion and Analysis—2022 Executive Compensation—Annual Cash Performance Bonus.” In 2022, based on our performance with respect to the Adjusted Pre-Tax Income performance goal, each Named Executive Officer earned 110% of his or her target performance bonus opportunity, which resulted in a bonus of $3,850,000, $2,062,500, and $594,000 for Mr. Schottenstein, Mr. Creek, and Ms. Krohne, respectively.

(2)

The amounts shown reflect the threshold, target and maximum number of 2022-2024 PSUs granted under the 2018 LTIP that the Named Executive Officer is eligible to earn based (a) 80% on our cumulative annual Adjusted Pre-Tax Income over the 2022-2024 Performance Period and (b) 20% on our relative total shareholder return compared to our Peer Group over the 2022-2024 Performance Period, and on continued employment (except in certain circumstances). See “Compensation Discussion and Analysis—2022 Executive Compensation—Equity-Based Compensation” and “Compensation Discussion and Analysis—Payments in Connection with Termination of Employment or Change in Control” for more information concerning the 2022-2024 PSUs granted in the 2022 fiscal year and PSUs granted under the 2018 LTIP generally.

(3)

The amounts shown reflect the number of stock options granted under the 2018 LTIP as the Named Executive Officer’s 2022 annual service-based stock option award. These stock options vest and become exercisable in 20% increments on the first five anniversaries of the date of grant (subject to the Named Executive Officer’s continued employment on the applicable vesting date (except in certain circumstances)) and expire on February 17, 2032, unless sooner exercised or forfeited. The stock options have an exercise price equal to the closing price of our Common Shares on the NYSE on the date of grant. See “Compensation Discussion and Analysis—2022 Executive Compensation—Equity-Based Compensation” and “Compensation Discussion and Analysis—Payments in Connection with Termination of Employment or Change in Control” for more information concerning the annual service-based stock options granted in the 2022 fiscal year and stock options granted under the 2018 LTIP generally.

(4)	The amounts shown reflect the aggregate grant date fair value of the target number of 2022-2024 PSUs granted to the Named Executive Officer in the 2022 fiscal year computed in accordance with FASB ASC Topic 718.

(5)	The amounts shown reflect the aggregate grant date fair value of the stock options granted to the Named Executive Officer in the 2022 fiscal year computed in accordance with FASB ASC Topic 718.

Outstanding Equity Awards at 2022 Fiscal Year-End


	Option Awards ⁽¹⁾									Stock Awards
	Number of Securities Underlying Unexercised Options (#)		Number of Securities Underlying Unexercised Options (#)			Option Exercise Price ($)		Option Expiration Date		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)⁽⁷⁾		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽⁸⁾
Name	Exercisable		Unexercisable			Option Exercise Price ($)		Option Expiration Date
Robert H. Schottenstein		16,500		—			23.34		2/08/2027
		38,400		—			31.93		2/15/2028
		19,200		38,400	⁽²⁾		27.62		2/19/2029
		40,000		60,000	⁽³⁾		42.23		2/18/2030
		20,000		80,000	⁽⁴⁾		51.82		2/16/2031
				120,000	⁽⁶⁾		47.59		2/17/2032
											40,309		1,861,470
Phillip G. Creek		11,000		—			23.34		2/08/2027
		55,000		—			31.93		2/15/2028
		11,000		22,000	⁽²⁾		27.62		2/19/2029
		22,000		33,000	⁽³⁾		42.23		2/18/2030
		11,000		44,000	⁽⁴⁾		51.82		2/16/2031
				65,000	⁽⁶⁾		47.59		2/17/2032
											24,185		1,116,863
Susan E. Krohne		2,500		10,000	⁽⁵⁾		63.40		8/20/2031
				15,000	⁽⁶⁾		47.59		2/17/2032

(1)	Each of the stock options with an expiration date prior to 2029 was granted under the 2009 LTIP and all other stock options were granted under the 2018 LTIP. All options expire ten years after the date of grant in accordance with the terms of the 2018 LTIP or the 2009 LTIP.

(2)	50% of these unexercisable options vest on each of February 19, 2023 and 2024.

(3)	33% of these unexercisable options vest on each of February 18, 2023, 2024 and 2025.

(4)	25% of these unexercisable options vest on each of February 16, 2023, 2024, 2025 and 2026.

(5)	25% of these unexercisable options vest on each of August 20, 2023, 2024, 2025 and 2026.

(6)	20% of these unexercisable options vest on each of February 17, 2023, 2024, 2025, 2026 and 2027.

(7)

The amounts shown reflect the aggregate target number of 2021-2023 PSUs and 2022-2024 PSUs awarded to the Named Executive Officer in 2021 and 2022, respectively, under the 2018 LTIP. Assuming that we achieve the maximum performance level applicable to the 2021-2023 PSUs and the 2022-2024 PSUs, the amounts shown would increase to: Mr. Schottenstein, 60,463; and Mr. Creek, 36,277. The actual number of PSUs that will vest and be earned (if any) by the Named Executive Officer will be determined after the applicable performance period (which began on January 1, 2021 and ends on December 31, 2023 for the 2021-2023 PSUs and which began on January 1, 2022 and ends on December 31, 2024 for the 2022-2024 PSUs) based (a) 80% on our cumulative annual Adjusted Pre-Tax Income over the applicable performance period and (b) 20% on our relative total shareholder return compared to our Peer Group over the applicable performance period, and on continued employment (except in certain circumstances). The Compensation Committee did not award Ms. Krohne any 2021-2023 PSUs or 2022-2024 PSUs.

(8)

The amounts shown reflect the aggregate market value as of December 31, 2022 of the aggregate target number of 2021-2023 PSUs and 2022-2024 PSUs awarded to the Named Executive Officer in 2021 and 2022, respectively, calculated by multiplying the aggregate target number of 2021-2023 PSUs and 2022-2024 PSUs by $46.18 (the closing price of our Common Shares on the NYSE on December 30, 2022, the last trading day of 2022). Assuming that we achieve the maximum performance level applicable to the 2021-2023 PSUs and the 2022-2024 PSUs, the amounts shown would increase to: Mr. Schottenstein, $2,792,181; and Mr. Creek, $1,675,272. The Compensation Committee did not award Ms. Krohne any 2021-2023 PSUs or 2022-2024 PSUs.

Option Exercises and Stock Vested in 2022


	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)⁽¹⁾		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)⁽²⁾
Robert H. Schottenstein		—		—		28,414		1,668,754
Phillip G. Creek		—		—		17,048		1,001,229
Susan E. Krohne		—		—		—		—

(1)	The amounts shown reflect the difference between the exercise price of the option and the market price of the Common Shares at the time of exercise.

(2)

The amounts shown reflect the number of Common Shares issued to the Named Executive Officer on February 15, 2023 in settlement of the vesting of the 2020-2022 PSUs multiplied by $58.73 (the closing price of our Common Shares on the NYSE on February 15, 2023). See “Compensation Discussion and Analysis—2022 Executive Compensation—Equity-Based Compensation” for more information concerning the vesting of the 2020-2022 PSUs.

Nonqualified Deferred Compensation for 2022

Name

Executive

Contributions

in Last Fiscal

Year

($)⁽¹⁾

Registrant

Contributions

in Last

Fiscal Year

($)⁽²⁾

Aggregate

Earnings

in Last

Fiscal Year

($)⁽³⁾

Aggregate

Withdrawals/

Distributions

in Last

Fiscal Year

($)⁽⁴⁾

Aggregate

Balance

at Last

Fiscal

Year-End

($)⁽⁵⁾

Robert H. Schottenstein

—

Phillip G. Creek

—

Susan E. Krohne

—

(1)	None of the Named Executive Officers made any contributions during the 2022 fiscal year under the Executives’ Deferred Compensation Plan. For more information concerning the Executives’ Deferred Compensation Plan, see “Compensation Discussion and Analysis—Deferred Compensation Plan.”

(2)	The Company does not make any contributions under the Executives’ Deferred Compensation Plan on behalf of any of the participants in the plan.

(3)

The amounts shown reflect the notional change in the value of the Named Executive Officers’ accounts under the Executives’ Deferred Compensation Plan during the 2022 fiscal year based on the change in value of our Common Shares during the 2022 fiscal year. The Company paid no dividends on its Common Shares during the 2022 fiscal year. None of the amounts reported in this column are reported as compensation in the Summary Compensation Table.

(4)	The amounts shown reflect the market value of the Common Shares distributed to the Named Executive Officers during the 2022 fiscal year (based on the closing price of our Common Shares on the NYSE on the date of the distribution) pursuant to the Executives’ Deferred Compensation Plan.

(5)

The amounts shown reflect the market value as of December 31, 2022 of the Common Shares underlying the whole phantom stock units held in the Named Executive Officers’ accounts under the Executives’ Deferred Compensation Plan based on the closing price of our Common Shares on the NYSE on December 30, 2022.

Potential Payments Upon Termination of Employment or Change in Control

As described in “Compensation Discussion and Analysis—Payments in Connection with Termination of Employment or Change in Control”, we are a party to a CIC Agreement with each of Robert H. Schottenstein and Phillip G. Creek that provides certain severance and other enhanced benefits if we experience a change in control and the executive’s employment is terminated in connection with that change in control. Other than the benefits that may be payable to Messrs. Schottenstein and Creek under the CIC Agreements (to the extent applicable), the accelerated vesting under certain circumstances of stock options and PSUs granted to the Named Executive Officers under the 2018 LTIP and the 2009 LTIP and certain payments that may be payable to the Named Executive Officers under the 2009 Annual Incentive Plan, we do not currently have employment or severance agreements or other plans or arrangements that provide payments or enhanced benefits to our Named Executive Officers in connection with a termination of employment or change in control.

The following table summarizes the potential payments to our Named Executive Officers upon a termination of employment and/or a change in control of the Company (assuming that the triggering event occurred on December 31, 2022):


Name and Type of Potential Payment	Death ($)		Disability ($)		Retirement ($)		Involuntary Not for Cause Termination ($)		Change in Control ($)		Involuntary Not for Cause Termination Followed by a Change in Control⁽⁵⁾ ($)		Involuntary Not for Cause Termination or Voluntary Termination for Good Reason After a Change in Control ⁽⁶⁾ ($)
Robert H. Schottenstein
Severance Benefits: ⁽¹⁾		—		—		—		—		—		22,484,832		22,620,109
Accelerated Vesting of Stock Options Under the 2018 LTIP/2009 LTIP: ⁽²⁾		949,704		949,704		949,704		—		949,704		—		949,704
Accelerated Vesting of PSUs Under the 2018 LTIP: ⁽³⁾		3,173,628		3,173,628		2,220,518		2,220,518		3,173,628		3,173,628		3,173,628
2009 Annual Incentive Plan Payments: ⁽⁴⁾		3,850,000		3,850,000		3,850,000		3,850,000		3,208,333		3,850,000		3,208,333
Total:		7,973,332		7,973,332		7,020,222		6,070,518		7,331,665		29,508,460		29,951,774
Phillip G. Creek
Severance Benefits: ⁽¹⁾		—		—		—		—		—		5,696,272		5,696,272
Accelerated Vesting of Stock Options Under the 2018 LTIP/2009 LTIP: ⁽²⁾		538,670		538,670		538,670		—		538,670		—		538,670
Accelerated Vesting of PSUs Under the 2018 LTIP: ⁽³⁾		1,904,140		1,904,140		1,332,283		1,332,283		1,904,140		1,904,140		1,904,140
2009 Annual Incentive Plan Payments: ⁽⁴⁾		2,062,500		2,062,500		2,062,500		2,062,500		1,489,583		2,062,500		1,489,583
Total:		4,505,310		4,505,310		3,933,453		3,394,783		3,932,393		9,662,912		9,628,665
Susan E. Krohne
Severance Benefits: ⁽¹⁾		—		—		—		—		—		—		—
Accelerated Vesting of Stock Options Under the 2018 LTIP/2009 LTIP: ⁽²⁾		0		0		—		—		0		—		0
Accelerated Vesting of PSUs Under the 2018 LTIP: ⁽³⁾		—		—		—		—		—		—		—
2009 Annual Incentive Plan Payments: ⁽⁴⁾		594,000		594,000		—		594,000		495,000		594,000		495,000
Total:		594,000		594,000		—		594,000		495,000		594,000		495,000

(1)	The amounts shown are based on the CIC Agreements with our Named Executive Officers as follows:

For Mr. Schottenstein, of the amounts shown: (a) $8,492,327 represents a lump sum payment equal to the product of (i) 2.99 and (ii) the sum of his base salary at December 31, 2022 and his average annual bonus earned during the 2017-2021 fiscal years; (b) $3,850,000 represents a lump sum payment for his 2022 annual bonus (which amount is equal to the amount he earned under the 2009 Annual Incentive Plan with respect to the 2022 fiscal year and is based on the triggering event occurring on December 31, 2022 and the performance period being deemed to have ended on November 30, 2022, in accordance with the terms of his CIC Agreement); (c) $96,154 represents a lump sum payment for unused vacation; (d) $49,848 represents the estimated cost to the Company of providing continued coverage (at no

cost to Mr. Schottenstein) in our group health plan for 24 months; (e) in the event of an involuntary not for cause termination followed by a change in control, $7,006,504 represents estimated excise tax payments payable to Mr. Schottenstein under his CIC Agreement; and (f) in the event of an involuntary not for cause termination or voluntary termination for good reason after a change in control, $7,141,781 represents estimated excise tax payments payable to Mr. Schottenstein under his CIC Agreement.

For Mr. Creek, of the amounts shown: (a) $3,971,660 represents a lump sum payment equal to the product of (i) 2.00 and (ii) the sum of his base salary at December 31, 2022 and his average annual bonus earned during the 2017-2021 fiscal years; (b) $2,062,500 represents a lump sum payment for his 2022 annual bonus (which amount is equal to the amount he earned under the 2009 Annual Incentive Plan with respect to the 2022 fiscal year and is based on the triggering event occurring on December 31, 2022 and the performance period being deemed to have ended on November 30, 2022, in accordance with the terms of his CIC Agreement); (c) $62,500 represents a lump sum payment for unused vacation; and (d) $37,112 represents the estimated cost to the Company of providing continued coverage (at no cost to Mr. Creek) in our group health plan for 24 months. No excise tax payments would have been payable to Mr. Creek under his CIC Agreement.

In connection with Ms. Krohne’s hiring in June 2021, the Compensation Committee elected not to enter into a CIC Agreement with Ms. Krohne.

For more information concerning the CIC Agreements, see “Compensation Discussion and Analysis—Payments in Connection with Termination of Employment or Change in Control.”

For purposes of each CIC Agreement, “cause” means: (a) any act of fraud, intentional misrepresentation, embezzlement or misappropriation or conversion of our assets or business opportunities; (b) conviction of a felony; (c) willful refusal to substantially perform his assigned duties; (d) willful engagement in gross misconduct materially injurious to the Company; or (e) breach of any material term of the CIC Agreement. However, “cause” will not arise due to any event that constitutes “good reason” under the CIC Agreement.

For purposes of each CIC Agreement, “change in control” means: (a) the acquisition by any person or group of the ownership of our stock that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of our stock; (b) the acquisition by any person or group, within any twelve month period, of the ownership of our stock possessing 30% or more of the total voting power of our stock; (c) the date a majority of the members of the Board is replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or (d) the acquisition by any person or group, within any twelve-month period, of our assets that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of our assets immediately before such acquisition. The definition of “change in control” will be interpreted in a manner that is consistent with the definition of “change in control event” under Section 409A of the Code and the Treasury Regulations promulgated thereunder.

For purposes of each CIC Agreement, “good reason” means the occurrence of any of the following events during the 24 consecutive calendar months beginning after a change in control occurring during the term of the CIC Agreement to which the executive has not consented in writing: (a) any breach of the CIC Agreement of any nature whatsoever by or on behalf of the Company; (b) a reduction in his title, duties or responsibilities, as compared to either his title, duties or responsibilities immediately before the change in control or any enhanced or increased title, duties or responsibilities assigned to him after the change in control; (c) the permanent assignment to him of duties that are inconsistent with his office immediately before the change in control or any more senior office to which he is promoted after the change in control; (d) a reduction in his base salary; (e) a reduction in the annual cash bonus that he is eligible to receive or a change in the manner in which such annual cash bonus is calculated; (f) a material reduction in the aggregate value of his other annual compensation and/or fringe benefits; (g) a requirement that he relocate to a principal office or worksite (or accept indefinite assignment) to a location more than 30 miles from the principal office or worksite to which he was assigned immediately before the change in control or any location to which he agreed, in writing, to be assigned after the change in control; or (h) we attempt to amend or terminate the CIC Agreement except in accordance with the procedures described therein.

(2)	Pursuant to the terms of the 2018 LTIP and the 2009 LTIP, if a participant’s employment is terminated as a result of death, disability or retirement, all of the participant’s unvested stock options will immediately vest and become

exercisable. In the event of a change in control, the Compensation Committee may take such actions, if any, as it deems necessary or desirable with respect to any outstanding stock options, including (a) the acceleration of the vesting and exercisability of options, (b) the payment of ca

SEC Form DEF 14A filed by M/I Homes Inc.