Business Context and Reporting Period
This Form 8-K filing by Forestar Group Inc. (FOR) reports a material corporate event dated November 5, 2019. The Company is a Delaware corporation with its principal executive offices in Arlington, Texas, and its common stock trades on the New York Stock Exchange. D.R. Horton, Inc. is identified as the majority shareholder.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive personnel changes.
Material Changes
- Departure of CFO: Charles D. Jehl resigned effective November 5, 2019, from his positions as Executive Vice President, Chief Financial Officer, Treasurer, principal financial officer, and principal accounting officer.
- Reason for Departure: The resignation is not the result of any disagreement with the Company's strategy, operations, accounting, financial reporting, or internal controls.
- Succession Plan: Effective November 6, 2019, Bill Wheat (D.R. Horton's EVP and CFO) and Aron Odom (D.R. Horton's VP and Corporate Controller) assumed the roles of Forestar's principal financial officer and principal accounting officer, respectively.
- Service Agreement: Accounting, finance, and treasury services are provided to Forestar by D.R. Horton pursuant to a Shared Services Agreement.
Compensation and Contingencies
Mr. Jehl is covered by a change in control/severance agreement amended in December 2017 following D.R. Horton's acquisition of a controlling interest. Benefits for his voluntary resignation include:
- Lump sum cash severance.
- Lump sum cash payment for foregone 401(k) contributions.
- Prorated current cycle and earned but unpaid completed cycle incentive compensation.
- Health and welfare benefits.
- Full acceleration of vesting for all unvested equity-based awards.
A detailed description of these payments is referenced in the Company's proxy statement filed on December 13, 2018.
Investor Verification Checklist
- Verify the specific dollar amounts of severance and equity acceleration in the December 13, 2018 proxy statement.
- Confirm the operational impact of relying on D.R. Horton's shared services for finance and treasury functions.
- Monitor future filings for the appointment of a permanent internal CFO if the interim arrangement changes.