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CalAtlantic Group Inc (CAA.N)

CAA.N on New York Stock Exchange

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16 Jan 2018
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Summary

Name Age Since Current Position

Scott Stowell

59 2015 Executive Chairman of the Board

Lawrence Nicholson

59 2015 President, Chief Executive Officer, Director

Jeffrey McCall

45 2011 Chief Financial Officer, Executive Vice President

Peter Skelly

53 2015 Chief Operating Officer, Executive Vice President

Wendy Marlett

53 2010 Chief Marketing Officer, Executive Vice President

John Babel

46 2012 Executive Vice President, General Counsel, Secretary

William Jews

65 2015 Lead Independent Director

Bruce Choate

69 2007 Independent Director

Douglas Jacobs

77 1998 Independent Director

Charlotte Martin

71 2015 Independent Director

David Matlin

55 2008 Independent Director

Robert Mellor

73 2015 Independent Director

Norman Metcalfe

74 2015 Independent Director

Peter Schoels

43 2009 Independent Director

Biographies

Name Description

Scott Stowell

Mr. Scott D. Stowell is Executive Chairman of the Board of the Company. Mr. Stowell has served as Executive Chairman of the Board of Directors of the Company since October 2015. Prior to that, Mr. Stowell served as our Chief Executive Officer from January 2012 and as President since March 2011. Mr. Stowell also served as Chief Operating Officer from May 2007 to March 2011, President of our Southern California Region from September 2002 to May 2007 and President of our Orange County division from April 1996 to September 2002. Mr. Stowell is also a Director of Pacific Mutual Holding Company, the ultimate parent company of Pacific Life Insurance Company. The Board believes that Mr. Stowell's homebuilding expertise and thirty years of experience with the Company allow him to provide critical leadership to the Company as we work to complete the integration of our October 2015 merger with The Ryland Group, Inc.

Lawrence Nicholson

Mr. Lawrence T.(Larry) Nicholson is President, Chief Executive Officer, Director of the Company. Mr. Nicholson has served as President and Chief Executive Officer of the Company since October 2015. Prior to our October 1, 2015 merger with The Ryland Group, Inc., Mr. Nicholson served Ryland in various roles since joining Ryland in 1996, including as Director, President and Chief Executive Officer from June 2009 until 2015, Executive Vice President and Chief Operating Officer from 2007 until 2008, President of the Southeast Region from 2005 until 2007, and President of the Orlando Division until 2005. Throughout his working career, Mr. Nicholson has held a wide variety of positions within the homebuilding industry. His role on the Board is essential to linking the operational and strategic decisions necessary to continue our Company's success, which led to the Board's conclusion to nominate Mr. Nicholson for election.

Jeffrey McCall

Mr. Jeffrey Joseph McCall is Chief Financial Officer, Executive Vice President of the Company. He has served as Executive Vice President and Chief Financial Officer since June 2011. Prior to joining the Company, Mr. McCall was Chief Financial Officer – Americas at Regus plc, the world's largest provider of serviced offices, from August 2004 to May 2011. From December 2003 to August 2004 Mr. McCall served as Chief Financial Officer and Executive Vice President of HQ Global Workplaces, Inc., which was acquired by Regus plc in August 2004. From 1998 to 2003, Mr. McCall was Principal at Casas, Benjamin & White LLC, a leading boutique advisory services firm specializing in middle market mergers, acquisitions, divestitures, restructuring, and private equity investments.

Peter Skelly

Mr. Peter G. Skelly is Executive Vice President and Chief Operating Officer of the Company. Mr. Skelly has served as Executive Vice President and Chief Operating Officer since October 2015. Prior to that, Mr. Skelly served as Executive Vice President and Chief Operating Officer of Ryland from 2013 to September 2015. Prior to that, Mr. Skelly served as Senior Vice President of Ryland and President of their Homebuilding Operations from 2011 to 2013 and Senior Vice President of Ryland and President of Ryland's North/West Region from 2008 to 2011. Mr. Skelly joined Ryland in 1998 as Assistant Controller.

Wendy Marlett

Ms. Wendy L. Marlett is Chief Marketing Officer, Executive Vice President of the Company. Ms. Marlett has served as Executive Vice President and Chief Marketing Officer since September 2010. Ms. Marlett leads all of the Company's sales, marketing and communication functions across our operations. Prior to joining the Company, Ms. Marlett was Senior Vice President of sales, marketing and communications at KB Home, where Ms. Marlett held progressive roles since 1995 and was a recognized innovator in marketing and brand management. From 1990 to 1995 Ms. Marlett served in marketing and media relations positions for Rockwell International's automotive, printing and aerospace businesses.

John Babel

Mr. John Patrick Babel is an Executive Vice President, General Counsel, Secretary of the Company. He has served as Executive Vice President, General Counsel and Secretary since February 2012. Prior to that Mr. Babel served as Senior Vice President, General Counsel and Secretary of the Company from February 2009 until February 2012. Mr. Babel joined the Company as Associate General Counsel in October 2002. Prior to joining the Company, Mr. Babel was a corporate lawyer with the international law firm of Gibson, Dunn & Crutcher LLP.

William Jews

Mr. William L. Jews is Lead Independent Director of the Company. Mr. Jews served as a member of the Board of Directors of The Ryland Group, Inc. from 1995 until October 2015, including as Chairman of the Board and Lead Independent Director. He is also a director of Choice Hotels International, Inc., CACI International Inc., and KCI Technologies Inc. He served as President and Chief Executive Officer of CareFirst Blue Cross Blue Shield until 2006 and was instrumental in the expansion and growth of this successful and complex health insurance company in Maryland, Washington D.C., Virginia and Delaware, generating over $6 billion in annual revenue during a time of business, market and regulatory challenge. He previously served as a Director for a nationally recognized leader in credit related services, MBNA Corporation. He has also served on the Boards of Ecolabs Corp., Camden Learning Corporation and Bank of America. His experience on various boards provides Mr. Jews with a broad range of experience and knowledge which is relevant to his current role as the Company's Lead Independent Director and led to our Board's conclusion to nominate Mr. Jews for election.

Bruce Choate

Mr. Bruce A. Choate is Independent Director of the Company. Mr. Choate has served as Director of Watson Land Company, a privately-held real estate investment trust ("REIT) located in Carson, California and from December 2002 until March 2017, served as its Chief Executive Officer. Mr. Choate also served as President of Watson Land Company from December 2002 through the third quarter of 2015. Prior to December 2002, Mr. Choate served since 1991 as Watson Land Company's Chief Financial Officer. Mr. Choate also served on the Board of Directors for AvalonBay Communities, Inc., a publically traded apartment REIT, where he chaired the audit committee and was a member of AvalonBay's investment and finance committee and its nominating and corporate governance committee until May 2015. Mr. Choate's extensive background in the real estate industry, including his extensive real estate related accounting and financial expertise, are skills critical to his roles on our Audit and Compensation Committees and led to our Board's conclusion to nominate Mr. Choate for re-election.

Douglas Jacobs

Mr. Douglas C. Jacobs is an Independent Director of the Company. Mr. Jacobs has served as Chief Financial Officer and Treasurer of Brownstone Services LLC and several other private companies owned by the beneficiary of a marital trust since July 2015. From January 2006 to June 2015, Mr. Jacobs served as Executive Vice President - Finance and Chief Financial Officer of Brooklyn NY Holdings LLC, a privately held investment advisory company established to manage the assets of a family trust. Prior to that, Mr. Jacobs served as Executive Vice President – Finance, Chief Financial Officer and treasurer of the Cleveland Browns from March 2001 to December 2005. Prior to that Mr. Jacobs, among other things, served as a partner of the accounting firm, Arthur Andersen, LLP. Mr. Jacobs is also a Director of Stoneridge, Inc., a designer and manufacturer of electronic systems for motor vehicles, a member of its compensation committee and Chairman of its audit committee and is a Director of M/G Transport Services LLC, a barge line and inland waterways carrier. Mr. Jacobs' extensive background in accounting and finance, qualify him as an "audit committee financial expert" within the meaning of applicable SEC regulations, which is critical to his role on our Audit Committee and led to our Board's conclusion to nominate Mr. Jacobs for re-election.

Charlotte Martin

Ms. Charlotte St. Martin is an Independent Director of the Company. Ms. Martin served as a member of the Board of Directors of The Ryland Group, Inc. from 1996 until October 2015. Since April 2015, Ms. St. Martin has served as President of The Broadway League, the national trade association representing commercial theatre in the United States. Prior to that she was the Executive Director of The Broadway League since 2006. Prior to The Broadway League, Ms. St. Martin was Executive Vice President of Loews Hotels until 2005. Ms. St. Martin brings valuable insight and knowledge from her prior experience managing the operations and marketing of Loews Hotels, a national hotel brand that operates in similar markets to the Company. As an executive with Loews Hotels, she was involved with the critical elements necessary for the operational success of Loews' principal resort properties and hotels. Prior to her position as a senior executive with Loews in New York, she was President and Chief Executive Officer of a 1,600 room Loews Hotel which employed 2,000 people. Ms. St. Martin has served on the Boards of Gibson Greetings, Inc. and Metropolitan Bank. Given her extensive managerial experience and knowledge of the markets in which we operate, Ms. St. Martin provides valuable input into the deliberations and decisions of our Board of Directors, which led to the Board's conclusion to nominate Ms. St. Martin for election.

David Matlin

Mr. David J. Matlin is an Independent Director of the Company. Mr. Matlin has served as Chief Executive Officer of MatlinPatterson Global Advisors LLC, a private equity firm since 2002. Prior to July 2002, Mr. Matlin was a Managing Director at Credit Suisse First Boston ("CSFB") and head of their Distressed Securities Group since its formation in 1994. Prior to joining CSFB, Mr. Matlin was Managing Director of distressed securities and a founding partner of Merrion Group, L.P. Mr. Matlin serves as a Director of Flagstar Bank FSB, a federally charted savings bank and Flagstar Bancorp, Inc., a savings and loan holding company (NYSE: FBC) since 2009. Mr. Matlin also serves as a Director of Orthosensor, Inc., a medical device manufacturer. Mr. Matlin was identified by, and serves as a member of Board pursuant to the terms of the Stockholders Agreement between the Company and its largest Stockholder, MatlinPatterson. In addition, the Board believes that Mr. Matlin's extensive financial expertise makes it appropriate to nominate him for re-election to our Board.

Robert Mellor

Mr. Robert E. Mellor is an Independent Director of the Company. Mr. Mellor served as a member of the Board of Directors of The Ryland Group, Inc. from 1999 until October 2016. He currently serves as Chairman of the Board of Directors of Coeur Mining, Inc. and as Lead Director of Monro Muffler Brake, Inc. Until December 2015, Mr. Mellor was also a Director of Stock Building Supply, Inc. Until 2010, Mr. Mellor served as Chairman and CEO of Building Materials Holding Corporation, a corporation that was a key supplier of labor and materials to the homebuilding industry. As a result, Mr. Mellor has a significant understanding of the Company's core homebuilding business. Mr. Mellor previously was of counsel with the leading national law firm of Gibson, Dunn & Crutcher, LLP and, therefore, has a valuable knowledge and understanding of the legal issues and regulatory complexities that the Company must address as a publicly traded homebuilder. As the Chairman of the Board and Lead Director of two well recognized companies, he provides expertise to our Board in the ever-changing landscape of corporate governance and strategic planning, which led to our Board's conclusion to nominate Mr. Mellor for election.

Norman Metcalfe

Mr. Norman J. Metcalfe is an Independent Director of the Company. Mr. Metcalfe served as a member of the Board of Directors of The Ryland Group, Inc. from 2000 until October 2015. Mr. Metcalfe has an extensive background in real estate development and homebuilding. He currently serves as Chairman of the Board of Directors of The Tejon Ranch Company, a diversified real estate development and agribusiness company located in Southern California. He previously was Vice Chairman and Chief Financial Officer of The Irvine Company, one of the nation's largest real estate and community development companies. Prior to The Irvine Company, Mr. Metcalfe spent over 20 years in various real estate, corporate finance and investment positions with the Kaufman and Broad/SunAmerica family of companies. These positions included President and Chief Investment Officer of SunAmerica Investments and member of the Board of Directors and Chief Financial Officer of Kaufman and Broad Home Corporation (currently known as KB Home). Mr. Metcalfe brings a wealth of knowledge of our core homebuilding business and his extensive financial expertise qualifies him as a qualify him as an "audit committee financial expert" within the meaning of applicable SEC regulations, which is critical to his role as the Chairman of our Audit Committee. All of these strengths informed our Board's conclusion to nominate Mr. Metcalfe for election to our Board.

Peter Schoels

Mr. Peter Schoels is an Independent Director of the Company. Mr. Schoels has served as the Managing Partner of MatlinPatterson Global Advisers LLC, a private equity firm, since July 2002. Prior to July 2002, Mr. Schoels was a member of Credit Suisse First Boston's Distressed Group which he joined in 2001. He has made investments in North America, Latin America, Europe and the CIS. Before joining CSFB, Mr. Schoels was Director of Finance and Strategy for Tradeledger and KnowledgePlatform, both subsidiaries of Itim Group Plc (2000-2001). Previously, he was Manager of Mergers and Acquisitions for Ispat International NV (now Mittal Steel), specializing in buying distressed steel assets in emerging markets (1998-2000). Mr. Schoels was identified by, and serves as a member of our Board pursuant to the terms of the Stockholders Agreement between the Company and its largest stockholder, MatlinPatterson. In addition, the Board believes that Mr. Schoels' financial expertise and significant experience in acquiring businesses makes it appropriate to nominate him for re-election to our Board.

Basic Compensation

Name Fiscal Year Total

Scott Stowell

8,230,140

Lawrence Nicholson

9,564,700

Jeffrey McCall

3,476,960

Peter Skelly

3,662,110

Wendy Marlett

2,077,330

John Babel

1,760,630

William Jews

355,000

Bruce Choate

230,000

Douglas Jacobs

230,000

Charlotte Martin

230,000

David Matlin

--

Robert Mellor

250,000

Norman Metcalfe

250,000

Peter Schoels

--
As Of  31 Dec 2016

Options Compensation

Name Options Value

Scott Stowell

604,584 18,892,270

Lawrence Nicholson

78,342 1,001,580

Jeffrey McCall

80,000 2,080,000

Peter Skelly

13,587 341,129

Wendy Marlett

23,000 354,857

John Babel

30,000 1,249,460

William Jews

0 0

Bruce Choate

0 0

Douglas Jacobs

0 0

Charlotte Martin

0 0

David Matlin

0 0

Robert Mellor

0 0

Norman Metcalfe

0 0

Peter Schoels

0 0