Document

Texas-based Green Brick Partners, Inc. is Fortune Magazine’s 2021 fastest growing public homebuilder and land developer in the country. Green Brick Partners is committed to building strong communities designed for an exceptional quality of life. We believe that a company’s propensity for success is determined by choosing to do the right thing day after day, for our homebuyers, stockholders, and employees. This begins by following our guiding principles, a set of values we call HOME. This acronym, representing Honesty, Objectivity, Maturity, and Efficiency allows us to build and design homes with a focus on quality craftsmanship, superior customer service, and an ongoing commitment to transparency. Green Brick Partners’ subsidiary and affiliated homebuilders can be found across four states through eight builder brands. Additionally, our mortgage and title operations make buying a home a seamless experience and provide timely visibility into our buyers.


Annual election of directors 100% independent Board committees 6 out of our 8 Board nominees are independent Directors Elected by Majority Vote Director resignation policy for all directors in uncontested elections Regular Stockholder engagement, including first Investor Day in 2021 Robust stock ownership guidelines applicable to directors and executive officers			Independent directors meet in executive session without management present Strong Board oversight of risk management process Annual Board evaluations and self-assessments Policies prohibiting hedging of shares by directors Proxy access allows stockholders to nominate directors and have nominees included in the proxy statement Addition of sustainability responsibilities to Governance committee


					DIRECTOR SINCE	STANDING COMMITTEE MEMBERSHIP
NAME AND PRIMARY OCCUPATION		INDEPENDENT		AGE		A	C	G

	David Einhorn, Chairman President Greenlight Capital, Inc.	Co-Founder		53	2006
	James R. Brickman Chief Executive Officer Green Brick Partners, Inc.	Co-Founder		70	2014
	Elizabeth K. Blake Retired General Counsel,			70	2007
	Harry Brandler Retired Chief Financial Officer			50	2014
	John R. Farris President, Land Fund Partners, LLC			49	2014
	Kathleen Olsen Retired Chief Financial Officer Eminence Capital, LLC			50	2014
	Richard S. Press Retired Senior Vice President Wellington Management			83	2014
	Lila Manassa Murphy Chief Financial Officer, Dundee Corporation			50	2022
A – Audit			Chair
C – Compensation
G – Governance & Sustainability			Member


PROPOSAL NO. 1 ELECTION OF DIRECTORS
Eight individuals have been nominated to serve as our directors for the ensuing year and until their successors shall have been duly elected and qualified. All nominees are presently directors. The persons named as proxies in the accompanying proxy card have advised management that unless authority is withheld in the proxy, they intend to vote for the election of the individuals identified as nominees below. We do not contemplate that any nominee named below will be unable or will decline to serve. However, if any nominee is unable to serve or declines to serve, the persons named in the accompanying proxy card may vote for another person, or persons, in their discretion, unless our Board chooses to reduce the number of directors serving on the Board. Our Amended and Restated Bylaws provide that the number of directors will be fixed from time to time pursuant to a resolution adopted by our Board of Directors (the “Board”).
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE BELOW DIRECTOR NOMINEES.

We believe that each of our nominees possesses the experience, skills, characteristics and qualities to fully perform his or her duties as a director and to contribute to our success. In addition, each of our nominees is being nominated because they each possess the highest standards of personal integrity, are accomplished in their field, have an understanding of the interests and issues that are important to our stockholders, and are able to dedicate sufficient time to fulfilling their obligations as a director. Our nominees as a group complement each other and each other’s respective experiences, skills, characteristics and qualities. For an additional discussion of the nomination process, see “Nominee Qualifications and the Nomination Process” beginning on page 9 of this proxy statement.

DAVID EINHORN

Chairman

AGE: 53

DIRECTOR SINCE: 2006

BACKGROUND:

Mr. Einhorn has served as one of our directors since May 2006. Since 1996, Mr. Einhorn has been the President of Greenlight Capital, Inc., which along with its affiliates is investment advisor to our principal stockholders. Mr. Einhorn serves as Chairman of Greenlight Capital Re, Ltd., a public reinsurance holding company (Nasdaq: GLRE). Mr. Einhorn received a Bachelor of Arts degree in Government from Cornell University.

Skills & Qualifications:

Mr. Einhorn, our co-Founder, brings to the Board crucial investment expertise and business experience.

JAMES R. BRICKMAN

Chief Executive Officer & Director

AGE: 70

DIRECTOR SINCE: 2014

BACKGROUND:

Mr. Brickman, has served as one of our directors since October 2014. Previously, Mr. Brickman was the founding manager and advisor of each of JBGL Capital LP since 2008 and JBGL Builder Finance LLC since 2010 (collectively “JBGL”), and is our Chief Executive Officer. Prior to forming JBGL in 2008, Mr. Brickman was a manager of various joint ventures and limited partnerships that developed/built low and high-rise office buildings, multifamily and condominium homes, and single family homes, entitled land, and supervised a property management company. He previously also served as Chairman and Chief Executive Officer of Princeton Homes Ltd. and Princeton Realty Corporation that developed land, constructed single family custom homes and managed apartments it built. Mr. Brickman has over 40 years’ experience in nearly all phases of real estate construction, development and real estate finance property management. He received a B.B.A. and M.B.A. from Southern Methodist University.

Skills & Qualifications:

Mr. Brickman, our co-Founder, brings to the Board substantial experience in residential land development, the homebuilding industry and management, as well as intimate knowledge of Green Brick’s business and operations.

ELIZABETH K. BLAKE

INDEPENDENT

AGE: 70

DIRECTOR SINCE: 2007

COMMITTEES:

• Compensation

• Governance & Sustainability (Chair)

BACKGROUND:

Ms. Blake has served as one of our directors since September 2007. Before retiring, Ms. Blake served as Senior Vice President — Advocacy, Government Affairs & General Counsel of Habitat For Humanity International Inc. from 2006 to 2014. Ms. Blake served on the board of directors of Patina Oil & Gas Corporation from 1998 through its sale to Noble Energy in 2005. From March 2003 to 2005, Ms. Blake was the Executive Vice President — Corporate Affairs, General Counsel and Corporate Secretary for US Airways Group, Inc. From April 2002 through December 2002, Ms. Blake served as Senior Vice President and General Counsel of Trizec Properties, Inc., a public real estate investment trust. Ms. Blake served as Vice President and General Counsel of General Electric Power Systems from 1998 to 2002. From 1996 to 1998, Ms. Blake served as Vice President and Chief of Staff of Cinergy Corp. From 1982 to 1984, she was an associate with Frost & Jacobs, a law firm in Cincinnati, Ohio, and a partner from 1984 to 1996. From 1977 to 1982, she was with the law firm of Davis Polk & Wardwell in New York. Ms. Blake received a Bachelor of Arts degree with honors from Smith College and her Juris Doctor from Columbia Law School, where she was a Harlan Fiske Stone Scholar. Ms. Blake was awarded an Honorary Doctorate of Technical Letters by Cincinnati Technical College and an Honorary Doctorate of Letters from the College of Mt. St. Joseph. She is past Chair of the Ohio Board of Regents.

Skills & Qualifications:

Ms. Blake brings to the Board extensive executive leadership, corporate governance, and risk management knowledge through her experience a director of public, private, and non-profit corporations as well as her knowledge of the homebuilding industry.

HARRY BRANDLER

INDEPENDENT

AGE: 50

DIRECTOR SINCE: 2014

BACKGROUND:

Mr. Brandler has served as one of our directors since October 2014. Before retiring, Mr. Brandler served as the Chief Financial Officer of Greenlight Capital, Inc. from December 2001 to January 2019. Prior to joining Greenlight Capital, Inc., from 2000 to 2001, Mr. Brandler served as Chief Financial Officer of Wheatley Partners, a venture capital firm, where he oversaw the firm’s back-office operations and restructured the firm’s marketing, client relations and technology. From 1996 to 2000, Mr. Brandler served as a Manager at Goldstein, Golub & Kessler, where he provided audit, tax and consulting services to investment partnerships and other financial organizations and where he was promoted to Manager in January 1999. Mr. Brandler received a B.S. in Accounting from New York University in 1993. Mr. Brandler was admitted as a Certified Public Accountant in New York in 1996.

Skills & Qualifications:

Mr. Brandler brings to the Board a unique understanding of our strategies and operations through eight years of service as a member of the Board and 22 years of finance, accounting and management experience.

JOHN R. FARRIS

INDEPENDENT

AGE: 49

DIRECTOR SINCE: 2014

COMMITTEES:

• Audit

• Governance & Sustainability

BACKGROUND:

Mr. Farris has served as one of our directors since October 2014. Since 2007, Mr. Farris is the President of LandFund Partners, LLC, manager of an open-end farmland fund focused on row crop farmland properties in the Mississippi River Valley and President of Commonwealth Economics, LLC., an economic development advisory firm. Prior to forming LandFund Partners and Commonwealth Economics, LLC, from 2006 to 2007, Mr. Farris served as Secretary of the Finance and Administration Cabinet for the Commonwealth of Kentucky. From 2008 to 2012, Mr. Farris served as an adjunct Professor of Economics and Finance at Centre College in Danville, Kentucky. Mr. Farris previously worked at the Center for Economics Research at the Research Triangle Institute, the World Bank and the International Finance Corporation. Mr. Farris received a B.S. from Centre College in 1995 and a M.P.A. from Princeton University in 1999. From 2010 to 2016, Mr. Farris served on the Board of Farmers Capital Bank Corporation (Nadaq: FFKT).

Skills & Qualifications:

Mr. Farris brings to the Board a wealth of knowledge and experience in economics and finance and real estate finance as well as public company board and committee experience.

KATHLEEN OLSEN

INDEPENDENT

AGE: 50

DIRECTOR SINCE: 2014

COMMITTEES:

• Audit (Chair)

• Compensation

• Governance & Sustainability

BACKGROUND:

Ms. Olsen has served as one of our directors since October 2014. Since 2011, Ms. Olsen has been a private investor. From 1999 through 2011, Ms. Olsen served as Chief Financial Officer of Eminence Capital, LLC, a long/short global equity fund. From 1993 to 1999, Ms. Olsen served as audit manager, specializing in investment partnerships, at Anchin, Block & Anchin LLP, a public accounting firm located in New York City. Ms. Olsen received a Bachelor of Science degree with honors from the State University of New York at Albany. Ms. Olsen is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants and New York State Society of Certified Public Accountants.

Skills & Qualifications:

Ms. Olsen brings to the Board an extensive knowledge of accounting, audit, and finance in addition to broad executive leadership experience.


RICHARD S. PRESS LEAD INDEPENDENT DIRECTOR AGE: 83 DIRECTOR SINCE: 2014 COMMITTEES: • Audit • Compensation (Chair) • Insurance (Chair)		BACKGROUND:
		Mr. Press has served as one of our directors since October 2014. Before retiring, Mr. Press was a Senior Vice President at Wellington Management from 1994 to 2006, where he started and built the firm’s insurance asset management practice. Prior to that, Mr. Press was a Senior Vice President of Stein Roe & Farnham from 1982 to 1994 and Scudder Stevens and Clark from 1964 to 1982. Mr. Press sat on various committees of the Controlled Risk Insurance Company of The Harvard Risk Management Foundation from 2006 to 2017. Previously, Mr. Press was Chairman of the Board of Anaesthesia Associates of Massachusetts, and served as a board member and chairman of each of Transatlantic Holdings (NYSE: TRH) from August 2006 to March 2012 and Pomeroy IT Solutions (NASDAQ: PMRY) from July 2007 to November 2009. He served as a board member of the Housing Authority Insurance Group from 2008 to 2015. He was a founding member of the Board of Governors and the Advisory Board of the National Pediatric Multiple Sclerosis Center, Stony Brook University and Medical School, New York (2001 – 2013). He is currently a director of Millwall Holdings PLC and Millwall Football Club. Mr. Press earned a B.A. from Brown University in 1960; and after serving in the US Army, he received his M.B.A. from Harvard Business School in 1964.
		Skills & Qualifications:
		Mr. Press brings to the Board an extensive background in finance, insurance and risk management as well as public company board and committee experience.
LILA MANASSA MURPHY AGE: 50 DIRECTOR SINCE: 2022 COMMITTEES: • Audit		BACKGROUND:
		Since May 2021, Ms. Lila Manassa Murphy has served as EVP and Chief Financial Officer of Dundee Corporation, a public Canadian independent holding company listed on the Toronto Stock Exchange, which is focused on holding and managing investments in the energy, natural resources, agriculture and real estate industries. Ms. Manassa Murphy previously served on the board and audit committee of Dundee Corporation, from August 2018 to March 2021. Ms. Manassa Murphy founded Intrinsic Value Partners, LLC in 2018, a provider of consulting services to asset management firms and family offices. Previously, she was Vice President and Portfolio Manager at Federated Hermes, Inc., a Fortune 500, ESG focused investment firm. Prior, Ms. Manassa Murphy worked as an Analyst at David W. Tice & Associates Inc. with a dedicated focus on natural resources investing. She has more than 25 years of diverse investment management experience. She sits on the board and finance committee of Sustainable Development Strategies Group, a US-based independent non-profit research institute advancing best practices for sustainable management of natural resources. Ms. Manassa Murphy currently serves as a director of Gold Resource Corporation, a NYSE listed company, and sits on its Audit Committee, its Safety, Sustainability & Technical Committee and chairs its Nominating and Governance Committee. Ms. Manassa Murphy is a member of the Latino Corporate Directors Association. Skills & Qualifications: Ms. Manassa Murphy brings to the Board experience and skills developed as a capital markets’ executive officer and Chief Financial Officer focused on real estate finance, while her work as a public company director provides her with a strong background in matters related to sustainability, finance, accounting, and risk assessment.
	•

The Governance & Sustainability Committee believes that the Board should collectively possess a broad range of skills, knowledge, business experience and diversity of backgrounds that provides effective oversight of our business. The Governance & Sustainability Committee has established a matrix of skills and experience which it has determined would be beneficial to have represented on our Board based on several factors, including our current operating requirements, business strategy, and the long-term interests of our stockholders. The following table highlights certain of the skills and experience of our Board (additional details are set forth in their individual biographies beginning on page 5 of this proxy statement):

SKILLS AND QUALIFICATIONS

DAVID EINHORN

JAMES R. BRICKMAN

ELIZABETH K. BLAKE

HARRY BRANDLER

JOHN R. FARRIS

KATHLEEN OLSEN

RICHARD S. PRESS

LILA MANASSA MURPHY

INDUSTRY EXPERIENCE

Experience in homebuilding, land development, real estate brokerage and sales and financing and banking in the real estate industry or in analyzing or consulting in these key areas enables our Board to understand key operational aspects of our homebuilding business and provide important perspective from their relevant expertise.

EXECUTIVE LEADERSHIP
Experience in positions that require strategic vision, leadership and decision making enables our Board to provide sound business judgment, leadership and strategic vision.

ACCOUNTING/FINANCE/

CAPITAL MARKETS
Experience in accounting, finance or capital markets enables our Board to provide insight and guidance on financial reporting, internal controls, and our capital structure and to evaluate our investment and capital raising strategies.

LEGAL/REGULATORY/

CORPORATE GOVERNANCE

Experience in legal, regulatory and corporate governance provides our Board an understanding of the regulatory environment in which we operate, especially with our new captive insurance company and assists in the evaluation of risk.

RISK MANAGEMENT

Experience in in overseeing risk management matters strengthens the Board's oversight of the risks facing Green Brick.

PUBLIC COMPANY DIRECTORSHIP
Experience serving on other public company boards enables our Board to have a solid background and the knowledge necessary to understand its oversight and governance roles.

The Board’s objective is to maintain a diverse membership that can best further the success of our business and represent stockholder interests through the exercise of sound judgment using its diversity of experience and perspectives. The Governance & Sustainability Committee periodically assesses the characteristics, skills, background and expertise of the Board as a whole and its individual members to assess those traits against the developing needs of the Board and Green Brick. This assessment enables the Governance & Sustainability Committee to update the skills, characteristics and experience it seeks in the Board, as a whole and in individual directors, as our needs evolve over time. As a result of such periodic assessment, the Governance & Sustainability Committee evaluates current directors and potential director nominees and will recommend any changes to Board size or composition that it believes are necessary to create a balanced and effective Board. Green Brick is committed to seeking diversity and balance among directors of race, gender, geography, thought, viewpoints, backgrounds, skills, experience, and expertise.

To the extent that the Governance & Sustainability Committee believes that specific skills, characteristics or experience needs to be added to the Board, the committee initiates a search for a Board nominee, seeking input from board members and senior management. In addition, the Governance & Sustainability Committee has the authority to retain professional search firms to identify director candidates if it is deemed necessary or appropriate. As part of its annual review of the skills and experience that would enhance the Board as a whole, the Committee sought to add another director with significant sustainability experience, who would provide the Board with another audit committee financial expert and who had real estate finance experience. In connection with this search we sought to (1) identify candidates with the leadership, skills and experience targeted by the Governance & Sustainability Committee from, among other areas, the traditional corporate environment, government, academia, private enterprise, non-profit organizations, and professions such as accounting, finance, marketing, human resources, and legal services and (2) ensure that the pool of candidates included diverse candidates with a particular focus on ethnic, racial and gender diversity. Ms. Manassa Murphy was initially identified by Mr. Brickman through her engagement in the Latino Corporate Directors Association. Ms. Manassa Murphy brings to the Board experience in real estate finance and work as a public company director as well as a well-rounded background that includes sustainability, finance, accounting, and risk assessment.

Our Bylaws permit an eligible stockholder or group of eligible stockholders of any size to nominate up to 25% of our board of directors for inclusion in our proxy statement if they have continuously owned at least 3% of our Class A common stock for a minimum of three years. However, candidates who were previously nominated by stockholders for any of the two most recent annual meetings and who received less than 20% of the total votes cast at any of those annual meetings are not eligible to be nominated utilizing the proxy access provisions. Stockholders who wish to nominate directors for inclusion in our proxy statement or directly at an annual meeting, in accordance with the procedures in our Bylaws, should follow the instructions under “Stockholder Proposals and Director Nominations” in this proxy statement.

Any nominee who does not receive a Majority Vote in an election that is not a contested election is expected to promptly tender his or her resignation to the Chairman of the Board following certification of the stockholder vote. Considering such factors as it deems relevant, the Governance & Sustainability Committee will make a recommendation to the Board as to whether to accept or reject the resignation, or whether other action should be taken. Considering the Governance & Sustainability Committee’s recommendation and such other factors as it deems relevant, the Board shall, exercising its business judgment, determine whether to accept or reject the resignation, or whether other action should be taken. Within 90 days from the date of the certification of the election results, the Corporation will promptly publicly disclose the Board’s decision and process (including, if applicable, the reasons for rejecting the tendered resignation) in a Form 8-K filed with the SEC.

Our Board has three standing committees: the Audit Committee, the Compensation Committee and the Governance & Sustainability Committee. Each of the Board’s standing committees operates under a written charter adopted by our Board which addresses the purpose, duties and responsibilities of the committee. Each standing committee reviews its charter at least annually and recommends charter changes to the Board as appropriate. During 2021, each of the Audit Committee, Compensation Committee and Governance & Sustainability Committee revised its charter. A current copy of each standing committee charter can be found on our website at https://greenbrickpartners.com by clicking on ESG and then Governance Documents. Such information is also available in print to any stockholder who requests it through our Investor Relations department.


AUDIT COMMITTEE
Members: Kathleen Olsen (Chair) John R. Farris Richard Press Lila Manassa Murphy Meetings in 2021: 4						Responsibilities The Audit Committee’s responsibilities include: •assist Board oversight of the accounting and financial reporting processes of Green Brick, the integrity of the financial statements, and the audits of the financial statements of Green Brick; •oversee the assessment of financial risk and financial risk management programs; •evaluate the independence, qualifications, and performance of the independent auditors; •engage the independent auditors; •oversee the integrity and adequacy of internal controls and the quality and adequacy of disclosures to stockholders; •oversee the performance of Green Brick’s internal audit function; and •perform all other duties required under this Charter, assigned by the Board or required by regulation or law.
						Independence and Financial Expertise The Board reviewed the background, experience and independence of the Audit Committee members and based on this review, the Board determined that each member of the Audit Committee: •meets the New York Stock Exchange (“NYSE”) listing standards and SEC requirements for independence with respect to audit committee members; and •is financially literate, knowledgeable and qualified to review financial statements. Ms. Olsen and Ms. Manassa Murphy have been determined to be “audit committee financial experts” as such term is defined in the rules and regulations of the SEC.
						The charter provides that a member of the Audit Committee shall not simultaneously serve on the audit committees of more than two other public companies unless the Board determines that simultaneous service would not impair the ability of the member to effectively serve on the Audit Committee. None of the members of our Audit Committee currently serve on the audit committees of more than two other public companies.

COMPENSATION COMMITTEE

Members:

Richard Press (Chair)

Kathleen Olsen

Elizabeth K. Blake

Meetings in 2021: 4

Responsibilities

The Compensation Committee’s responsibilities include:

•discharge the responsibilities of the Board relating to the compensation of Green Brick’s Chief Executive Officer and other executive officers;

•oversee the administration of Green Brick’s compensation plans, including any incentive compensation and equity-based plans;

•assist the Board in establishing and administering fair and equitable compensation policies and practices designed to enhance Company performance, retain key employees and align the interests of executive officers and other employees with stockholders;

•specifically set the compensation of executive officers and recommend to the Board compensation for directors;

•oversee the competency, qualifications and performance of executive officers;

•produce a report on executive compensation each year for inclusion in the proxy statement; and

•perform all other duties required under this Charter, assigned by the Board or required by regulation or law.

Independence

The Board reviewed the background, experience and independence of the Compensation Committee members and based on this review, the Board determined that each member of the Compensation Committee is independent and a non-employee pursuant to:

•NYSE listing standards; and

•Rule 16b-3 of the Exchange Act.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee was at any time during 2021 an officer or employee of our Company. None of our executive officers serves as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our Board or Compensation Committee.


GOVERNANCE & SUSTAINABILITY COMMITTEE
Members: Elizabeth K. Blake (Chair) John R. Farris Kathleen Olsen						Responsibilities The Governance & Sustainability Committee’s responsibilities include: •identify, review the qualifications of, and recommend candidates for Board membership, consistent with criteria set forth herein; •determine the composition of the Board and its committees; •develop corporate governance guidelines for Green Brick and oversee compliance with them;
Meetings in 2021: 4						•monitor Board and management effectiveness; •assist the Board in overseeing and monitoring Green Brick’s development and integration of material corporate governance, social and environmental strategies; and •perform all other duties required under this Charter, assigned by the Board, or required by regulation or law.
						Independence The Board reviewed the background, experience and independence of the Governance & Sustainability Committee members and based on this review, the Board determined that each member of the Governance & Sustainability Committee meets the independence requirements of the NYSE’s listing standards.

The positions of Chairman and CEO are held by two different individuals. David Einhorn serves as Green Brick’s Chairman and James R. Brickman serves as Green Brick’s CEO. Separating these positions allows our CEO to focus on our day-to-day business and operations, while allowing our Chairman to lead the Board in its fundamental role of providing advice to and oversight of management. The Chairman provides leadership to our Board and works with the Board to define its structure and activities in the fulfillment of its responsibilities. The Chairman sets the board agendas, in consultation with our CEO and the other officers and directors, facilitates communications among and information flow to directors, has the power to call special meetings of our Board and stockholders, and presides at meetings of our Board and stockholders. The Chairman also advises and counsels our CEO and other officers. Pursuant to our Corporate Governance Guidelines, the non-employee directors and independent directors meet in executive session, without management present, at each of the regularly scheduled meetings of the Board, and at such other times as may be determined by a majority of the independent directors. In addition, at least once a year, only independent, non-employee directors shall meet in executive session. Green Brick does not currently have a lead independent director.

Our Board makes a formal determination each year as to which of our directors and director nominees are independent. The Board has determined that the following directors or director nominees are independent within the meaning of the NYSE: Harry Brandler, Elizabeth K. Blake, John R. Farris, Lila Manassa Murphy, Kathleen Olsen and Richard S. Press. In making its determination regarding the independence of Mr. Brandler, Ms. Olsen and Mr. Press, the Board considered that each of these individuals has invested in limited partnership interests in funds managed by Greenlight Capital, Inc. or its affiliates. We refer to these funds as the “Greenlight Funds”. However, because none of these investments are material, none of the directors have any rights with respect to the management of the Greenlight Funds and none of the directors has received any compensation from the Greenlight Funds, the Board has determined that such interests would not interfere with the exercise of independent judgment in carrying out the responsibilities of such directors.

Each year, our Board and its committees conduct self-evaluations to ensure they are performing effectively and to identify opportunities to improve overall Board, individual, and committee performance. The Governance & Sustainability Committee annually reviews the format and scope of our Board’s evaluation process considering general corporate governance developments and best practices and recommends changes it believes are appropriate. Once the format and content of the evaluation is approved, a Board and committee self-assessment is conducted under the oversight of the Governance & Sustainability Committee. The feedback received from the evaluations is discussed during a review session led by the Governance & Sustainability Committee and the individual committees, as appropriate.

For purposes of calculating the stock ownership, we include all shares owned directly or indirectly, either because the individual has an economic interest in the shares or because the individual has the right to vote such shares, including (i) shares held by immediate family members residing in the individual's household, (ii) shares beneficially owned in a trust or family limited partnership or similar estate planning vehicle, by immediate family members residing in the individual's household, and (iii) any other shares that are beneficially owned that would be reportable for purposes of the stock ownership table in the Company’s proxy statement (excluding shares subject to a right to acquire such as unvested options, unvested restricted stock units or other unvested or unearned derivatives) or on Table 1 of Forms 3, 4 or 5 (as then promulgated pursuant to Section 16 of the Securities Exchange Act of 1934, as amended). Until an executive or a director meets his or her required ownership, such executive or director shall retain one hundred percent (100%) of all net shares received from the settlement of restricted stock or restricted stock units granted on or after the Effective Date under a Company incentive plan.

Board Oversight of Strategy. One of the Board’s primary responsibilities is overseeing management’s establishment and execution of the Company’s strategy and the associated risks. The full Board oversees strategy and strategic risk through robust and constructive engagement with management, taking into consideration our key priorities, global trends impacting our business, regulatory developments, and disruptors in our businesses. The Board’s oversight of our strategy primarily occurs through deep-dive annual reviews of the Company’s long-term strategic plans. During these reviews, management provides the Board with its view of the key commercial and strategic risks faced by the Company, and the Board provides management with feedback on whether management has identified the key risks and is taking appropriate actions to mitigate risk. In addition to the annual deep-dive strategic review, because the Company’s strategic initiatives are subject to rapidly evolving business dynamics, the Board regularly receives updates on key strategic initiatives throughout the year

Vendor Code of Conduct. We have adopted a Vendor Code of Conduct outlining our standards and expectations of our suppliers and other business partners, which can also be found at https://greenbrickpartners.com/, by clicking on ESG and then Governance Documents. The Vendor Code of Conduct outlines our expectation that our business partners, suppliers, vendors, and contractors demonstrate the highest standards of business conduct, integrity and adherence to the law. We also expect our Vendors to follow best industry practices so that our homes are built in a manner that meets or exceeds the expectations of Green Brick and our customers. The Vendor Code of Conduct provides specific guidance regarding vendor’s responsibility to comply with all applicable laws and regulations and to have policies ensuring such compliance, their duty to escalate concerns, handle information properly and maintain accurate records, address potential conflicts of interest, and operate responsibly and in compliance with all anti-corruption, environmental, health and safety, social and human rights, child-labor, anti-slavery and other relevant laws.

Related Person Transaction Approval Policy. Green Brick has adopted a written policy for the review, approval and ratification of transactions with related persons. The policy covers related party transactions between us and any of our senior managers and directors or their respective affiliates, director nominees, 5% or greater security holders or family members of any of the foregoing. Related party transactions covered by this policy are reviewed by our Governance & Sustainability Committee to determine whether the transaction is in our best interests and the best interests of our stockholders. As a result, approval of related party business will be denied if, among other factors, it is determined that the proposed transaction is not fair and reasonable and on terms no less favorable to Green Brick than could be obtained in a comparable arms-length transaction with an unrelated third party. All directors must recuse themselves from any discussion or decision affecting their personal, business or professional interests. All related person transactions will be disclosed in our applicable SEC filings as required under SEC rules.

As we have progressed in our approach to sustainability and corporate responsibility, our governance and oversight structure has also evolved. At the Board level, in 2021 we expanded the responsibilities and oversight of our Governance Committee, creating the Governance & Sustainability Committee. The Governance & Sustainability Committee has been assigned by the Board to provide oversight of our policies and programs related to corporate governance, environmental and social matters. This committee is also responsible for reviewing with management strategies, policies, programs, and practices relating to sustainability strategy and performance, including material environmental, social, and governance trends and related long and short-term Company impacts, as well as Green Brick's public reporting on these topics in furtherance of Green Brick’s business, strategy, values, and purpose and provide recommendations to the Board as appropriate.

Our commitment to attracting and retaining the top talent across all departments begins and ends with creating a work environment that fosters inclusivity and empowers each of our team members to reach their full potential. A robust system of programs aimed at ensuring the health, well-being, and personal and professional development of our team coupled with community engagement and philanthropy ensures that we remain focused on what matters most – our employees and serving the communities where we build. In addition to a comprehensive medical, vision, and dental benefits package, employees are eligible to participate in our 401K program and have access to a generous fitness and tuition reimbursement policies.

Board Fees. For 2021, our independent directors, other than our Chairman, received annual fees for their service on our Board of (1) an annual cash retainer of $100,000 that is paid quarterly in arrears and (2) an annual equity award of shares of restricted Common Stock equal to $110,000. For 2021, our Chairman’s compensation package consisted of an annual cash retainer equal to $125,000 but did not include an equity award. Each director has the option to elect to receive all or a portion of his or her cash retainer in the form of shares of restricted Common Stock. Restricted stock awards, including equity received in lieu of cash, vest on the earlier of the anniversary of the grant date or the date of our next annual meeting of stockholders, provided that the director is then serving on the Board.

Richard A. Costello – Mr. Costello has been our Chief Financial Officer since April 2015. From January 2015 until his appointment as Chief Financial Officer, Mr. Costello served as our Vice President of Finance. Mr. Costello has over 25 years of financial and operational experience in all aspects of real estate management. Since 2007, Mr. Costello has been a private investor. Previously, he worked for 16 years at GL Homes of Florida, one of the largest private developers and homebuilders in Florida. There he served as Chief Financial Officer and Chief Operating Officer as well as in other senior financial management roles. Prior to joining GL Homes, Mr. Costello worked for six years as AVP-Finance of Paragon Group, a regional commercial real estate developer, and for four years as an auditor for KPMG LLP. Mr. Costello received a B.S. in Accounting from the University of Central Florida and his M.B.A. from Kellogg School of Northwestern University.

Jed Dolson – Mr. Dolson has been our Chief Operating Officer and Executive Vice President since September 2020. He previously served from October 2017 as the President of Texas Region of the Company. Prior to that time, he was Head of Land Acquisition and Development from September 2013. From March 2010 to September 2013, Mr. Dolson served as a managing member of Pecos One LLC, a consulting firm that provided services to JBGL. Prior to joining the Company, Mr. Dolson worked for three years at Jones & Boyd Engineering and later he served five years as Director of Development for a local private residential developer. Mr. Dolson received a B.S. degree in Civil Engineering from Texas A&M University and a M.S. in Civil Engineering from Stanford University.


Principles			Implementation
Total direct compensation levels should be sufficiently competitive to attract, motivate and retain the highest quality executives			The Compensation Committee seeks to establish target total direct compensation (salary plus annual incentive), providing our executives the opportunity to be competitively rewarded for our financial and operational growth. Total direct compensation opportunity (i.e., maximum achievable compensation) should increase with position and responsibility.
Performance-based and “at-risk” incentive compensation should constitute a substantial portion of total compensation			We seek to foster a pay-for-performance culture, with a significant portion of total direct compensation being performance-based and/or “at risk.” Accordingly, such portion should be tied to, and vary with, our financial, and operational performance, as well as individual performance. Executives with greater responsibilities and the ability to directly impact our strategic and operational goals and long-term results should bear a greater proportion of the risk if these goals and results are not achieved. Therefore, the more senior the executive, the greater the percentage of total compensation is in the form of performance-based compensation.
Compensation programs should align executives’ interests with our stockholders’ interests to further the creation of long-term stockholder value			By awarding a portion of each year’s annual incentive payout in the form of stock, we encourage executives to focus on our long-term growth and prospects and incentivize executives to manage our company from the perspective of owners with a meaningful stake, and encourage them to remain with us for long and productive careers. Equity-based compensation also subjects our executives to market risk, a risk also borne by our stockholders.

As described in further detail below, consistent with these goals, our compensation program is designed to provide a clear link between what we pay our NEOs and Green Brick’s performance. Our NEO’s compensation package for 2021 reflects this commitment. For 2021, 71% of our CEO’s total direct compensation and an average of 75% of our other NEOs’ total direct compensation was performance-based or equity-based. Based on his current holdings of over 1.5 million shares of our common stock, additional shares owned by family members not controlled by Mr. Brickman or reported to the SEC, the Compensation Committee believes that Mr. Brickman is already materially aligned with our stockholders, consequently, additional compensation, above his 2021 payout on his annual incentive compensation plan was paid in cash rather than 50% in stock.

The Compensation Committee is responsible for establishing and overseeing our compensation philosophy and setting our executive compensation and benefits policies and programs generally. The Compensation Committee has not traditionally benchmarked its executive compensation design or the level of base salary or bonus opportunity to a particular group of companies. However, in connection with its approval of total compensation at the end of 2021, the Compensation Committee evaluated total compensation of each of its NEOs against the 2018 total cash compensation and total direct compensation for the named executive officers at three public homebuilders, Beazer Homes, Century Communities and M/I Homes that had similar book value or revenues in 2018 as Green Brick had in 2021.

As part of its compensation setting process, the Compensation Committee also reviews the results of the prior stockholder advisory vote on NEO compensation. In accordance with our stockholder say-on-frequency vote, we hold our stockholder advisory vote every three years. Our last stockholder advisory vote was held at the 2020 annual meeting of stockholders. In evaluating our executive compensation program our Compensation Committee took into consideration that 98.3% of the votes cast were voted in favor of Green Brick’s executive compensation at the 2020 annual meeting. The Compensation Committee intends to review the results of each advisory vote and will consider this feedback as well as the feedback obtained from stockholder engagement as it completes its annual review of each pay element and the total compensation packages of our NEOs.

Annually, the CEO proposes the financial metrics and threshold, target and maximum performance levels for the Annual Bonus Program, subject to approval by the Compensation Committee. The CEO also proposes the strategic objectives that will determine Individual Achievement under our Annual Bonus Program. These individual strategic objectives are then approved by the Compensation Committee for all NEOs. At the end of each year, the CEO provides an evaluation of each NEO’s performance, including himself, and recommends the extent to which each other NEO (other than himself) has met their strategic objectives. The Compensation Committee then evaluates the performance of the CEO and each other NEO and determines the CEO’s and each other NEO’s final Individual Achievement and the bonus payout for each NEO. Our bonus opportunities are set in each NEO’s employment agreement, however, in connection with the renewal of each NEO employment agreement (other than his own), the CEO provides the Compensation Committee with recommendations regarding base salary and annual bonus opportunity for the employment agreement.

Objectives/Structures

Behavioral Focus

2021 Total Direct Compensation

Fixed Component

Base Salary

•Provides competitive level of fixed compensation that reflects the talent, skills and competencies of the individual.

•

•Rewards core competence relative to level of responsibility, experience and contribution.

Annual Performance-Based Compensation

Pre-Tax Income

•At-risk variable compensation

•Tied to annual profitability

•Based on absolute growth.

•Up to 50%, at option of Committee, may be paid in equity.

•

•Provides incentive to deliver annual profitability that drives stockholder value.

Out Performance of Peers

•At-risk variable compensation

•Tied to operational and financial performance

•Based on relative performance to peers

•Up to 50%, at option of Committee, may be paid in equity.

•

• Provides incentive to maximize performance even in strong real estate cycles

Strategic Objectives

•At-risk variable compensation

•Tied to position and responsibility

•Based on strategic objectives

•Up to 50%, at option of Committee, may be paid in equity.

•

•Rewards operational and initiatives that drive long-term growth.

How base salaries are determined. In connection with the negotiation and execution of each NEO’s employment agreement, the Compensation Committee reviews and sets the base salaries for the three-year term of the employment agreement. In setting the base salaries for the NEOs, a number of factors will be considered, including the position’s complexity and level of responsibility, the position’s importance in relation to other executive positions, and the assessment of the executive’s performance and other circumstances, including, for example, time in position. In addition, the Compensation Committee takes into consideration evaluations of each individual NEO, market changes and the economic and business conditions affecting Green Brick at the time of the evaluation.

How annual incentive compensation bonus opportunities are determined. In connection with the negotiation and execution of each NEO’s employment agreement, the Compensation Committee reviews and sets the bonus opportunity for each of the three years of the employment agreement term. In setting the bonus opportunity for the NEOs, a number of factors will be considered, including the position’s complexity and level of responsibility, the position’s importance in relation to other executive positions, and the assessment of the executive’s performance and other circumstances, including, for example, time in position. In addition, the Compensation Committee takes into consideration evaluations of each individual NEO, market changes and the economic and business conditions affecting Green Brick at the time of the evaluation.

Absolute Pre-Tax Income Growth. For 2021, up to 25% of each NEO’s bonus opportunity could be earned based on Green Brick’s pre-tax income for the year. The Compensation Committee set performance levels of (1) threshold, at which there was a payout of 33.333% of the component opportunity, (2) mid-point, at which there was a payout of 66.666% of the component opportunity, and (3) target, at which there was payout of 100% of the of the component opportunity. Below the threshold performance level, no payout is earned. The threshold was set at approximately 18% above our 2020 actual pre-tax income, while target was set at 65% above our 2020 actual pre-tax income. For amounts earned between each performance level, the payout is calculated on a linear basis.


NEO						Key Performance Highlights
James R. Brickman Chief Executive Officer						•Developed a superior long-range capital allocation strategy for prudent growth of the business •Was transparent with the board •Built management bench strength and successorship planning •Effectively managed our land and operational risk
Richard A. Costello Chief Financial Officer						•Arranged and closed a second tranche of $100 million 3.25% 8 year debt •Added four new banks to the company’s $300 million unsecured revolving credit facility •Coordinated our investment grade credit rating by Egan Jones •Supervised the improvement of our financial reporting and operating systems
Jed Dolson Chief Operating Officer						•Supervised the successful expansion of Trophy Signature Homes •Supervised the expansion of our Dallas based builders to be one of the three largest builders in DFW - the largest new homebuilding market in the country •Supervised the expansion of the company into the Austin market •Supervised the profitable expansion of our Title operations •Supervised the profitable expansion of our mortgage joint ventures

The Compensation Committee then reviewed the compensation packages of peers that it believes were similar, based on book value (BV) and revenue. As Green Brick is much smaller than many other homebuilders, it evaluated the compensation of the respective named executive officers at Beazer, M/I Homes and Century Communities for 2018 when their book values and revenues were similar to Green Brick’s for 2021. No adjustments to the compensation levels at those three peers were made for the impact of compensation increases or inflation since 2018 or the fact that Green Brick’s pre-tax income and other financial metrics in 2021 was far better than peers in 2018. While none of these three companies had a Chief Operating Officer, the Compensation Committee evaluated the compensation of our COO as being between the CEO and the CFO. Based on this review, the Compensation Committee awarded additional performance bonuses to each NEO, resulting in total compensation of our CEO at approximately the same as the lowest of the three companies in 2018. While none of the peers had COO compensation; however our CFO was below the total compensation of the CFO at each of these three companies in 2018.


Name and Principal Position	Year	Salary ($)	Bonus ($)(2)	Stock Awards ($)(3)(4)	Non-Equity Incentive Plan Compensation ($)(5)	All Other Compensation ($)(6)		Total ($)
James R. Brickman, Chief Executive Officer	2021	1,500,000	1,000,000	1,225,000	1,350,000		12,182	5,087,182
	2020	1,500,000	225,000	750,137	1,000,000		8,550	3,483,687
	2019	1,416,667	—	700,000	750,137		10,400	2,877,204

Richard A. Costello, Chief Financial Officer	2021	447,900(1)	125,000	262,500	275,000		8,700	1,119,100
	2020	400,000	62,500	200,000	200,000		4,205	866,705
	2019	400,000	—	160,000	200,000		9,400	769,400

Jed Dolson, Chief Operating Officer, EVP	2021	600,000	400,000	736,150	753,000		21,094	2,510,244
	2020	559,103	150,000	650,000	586,151		20,718	1,965,972
	2019	550,000	100,000	550,000	550,000		20,600	1,770,660

(1) As discussed earlier in the Compensation Discussion and Analysis, our Annual Incentive Plan establishes a threshold, at which there is no payout, a 33.33% payout level, a 66.66% payout level and target, at which there is a 100% payout. The Compensation Committee retains the discretion to pay out up to 50% of the Annual Incentive Plan payout in shares of common stock. For 2021, each NEO earned 100% of his target. If the Compensation Committee decides to pay a portion of the Annual Incentive Plan in share of common stock, the number of shares is determined based on the fair market value of a share of common stock as set forth in our 2014 Omnibus Plan. For the 2021 Annual Incentive Plan, the Compensation Committee decided to pay 50% of the payout in common stock.

None of our NEOs are entitled to a payment solely due to a Change in Control. In accordance with Mr. Brickman’s employment agreement, to the extent that he is terminated without Cause, other than due to death or disability, or resigns for Good Reason within 24 months following a Change in Control, his severance amount will be increased from two times (2x) to three times (3x) the sum of his base salary and his target bonus for the year of termination. In accordance with Mr. Costello’s employment agreement, to the extent that he is terminated without Cause, other than due to death or disability, or resigns for Good Reason within 24 months following a Change in Control, his severance amount will be increased by two hundred and fifty thousand dollars ($250,000). Mr. Dolson does not receive any additional amounts if his termination occurs following a Change in Control.

For purposes of the potential payments to Mr. Brickman or Mr. Costello, a “Change in Control” will be deemed to have occurred when: (i) any person is or becomes the beneficial owner, directly or indirectly, of our securities representing 50% or more of the combined voting power of our then-outstanding securities; (ii) a majority of our Board is not constituted of (A) individuals who were on our Board as of the date of the respective employment agreement and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest) whose appointment or election by our Board or nomination for election by our stockholders was approved or recommended by a vote of at least two-thirds of the incumbent directors; (iii) a merger or consolidation of our company is consummated, other than (A) a merger or consolidation which would result in our voting securities outstanding immediately prior to such merger or consolidation continuing to represent at least 50% of the combined voting power of the surviving entity outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of our company (or similar transaction) in which no person is or becomes the beneficial owner, directly or indirectly, of our securities representing 50% or more of the combined voting power of our then outstanding securities; or (iv) a liquidation or dissolution of our company.

Excise Tax. Pursuant to the employment agreements of Mr. Costello and Mr. Dolson, in the event that any payments made in connection with a termination of employment would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, then, subject to limitations, the payments would be reduced to the minimum extent necessary to ensure no portion of such payment is subject to the excise tax. Mr. Brickman’s employment agreement requires a “best net” approach, under which payments and benefits will be reduced to avoid triggering excise tax if the reduction would result in a greater after-tax amount for Mr. Brickman compared to the amount he would receive net of the excise tax if no reduction were made.

James R. Brickman

Richard A. Costello

Jed Dolson

Termination by the Company without Cause/Resignation by Executive for Good Reason

• A cash severance payment equal to $8,400,000, calculated as two times (2x) the sum of (i) base salary ($1,500,000) plus (ii) target bonus for year of termination ($2,700,000).

• A cash severance payment equal to $1,000,000, calculated as the sum of (i) base salary ($450,000) plus (ii) target bonus for year of termination ($550,000).

• A cash severance payment equal to $2,658,450, calculated as one and one-half times (1.5x) the sum (i) base salary ($600,000) plus (ii) bonus in respect of prior year ($1,172,300).

Termination by the Company without Cause/Resignation by Executive for Good Reason following a Change in Control

• A cash severance payment equal to $12,600,000, calculated as three times (3x) the sum (i) base salary $1,500,000 plus (ii) target bonus for year of termination ($2,700,000).

A cash severance payment equal to $1,250,000, calculated as the sum of (i) base salary ($450,000) plus (ii) target bonus for year of termination ($550,000), plus (iii) $250,000.

Same as above

• “Good Reason,” means any of the following actions taken by us without the executive’s written consent: (i) any material failure by us to fulfill our obligations under the respective employment agreement, (ii) a material and adverse change to, or a material reduction of, the executive’s duties and responsibilities or, following a Change in Control, a change in the executive’s reporting position such that the executive no longer reports directly to the board of directors of the parent corporation in a group of controlled corporations and other entities, (iii) a material reduction in executive’s then current Annual Base Salary (not including any broader compensation reductions by the Board that are not limited to the executive specifically and do not reduce the executive’s salary by more than 10% in the aggregate) or (iv) the relocation of executive’s primary office to a location more than fifty (50) miles from the prior location, which materially increases executive’s commute to work.


PROPOSAL NO. 2 RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANT
The Audit Committee appoints, compensates, retains and oversees our auditors. The Committee engages in an annual evaluation of the independent registered certified public accounting firm, or “independent auditor,” qualifications, performance and independence and considers the advisability and potential impact of selecting a different independent registered certified public accounting firm. The Audit Committee has selected RSM US LLP to serve as our independent auditor for 2022. RSM has served as our independent registered public accounting firm since August 2016.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF RSM AS GREEN BRICK’S INDEPENDENT PUBLIC ACCOUNTANT

The Audit Committee and the Board believe that the continued retention of RSM as our independent auditor is in our best interests and those of our stockholders, and we are asking our stockholders to ratify the selection of RSM as our independent auditor for 2022. Although the Board is submitting the selection of RSM to our stockholders for ratification, the Audit Committee is not required to take any action as a result of the outcome of the vote on this proposal. If our stockholders do not ratify the selection of RSM as our independent registered certified public accounting firm, other independent registered certified public accounting firms will be considered by our Audit Committee, but the Audit Committee may nonetheless choose to engage RSM. Even if the appointment is ratified, the Audit Committee, in its discretion, may select a different independent registered certified public accounting firm at any time during the year if it determines that such a change would be in the best interest of us and our stockholders.

Consistent with requirements of the SEC and the Public Company Accounting Oversight Board (“PCAOB”) regarding auditor independence, the Audit Committee (i) appoints, (ii) negotiates and sets the compensation of and (iii) oversees the performance of the independent registered public accounting firm. The Audit Committee pre-approves all audit, audit-related and permitted non-audit services provided by the independent registered public accounting firm, including the fees and terms for those services. The Audit Committee has adopted a policy and procedures governing the pre-approval process for audit, audit-related and permitted non-audit services. The Audit Committee pre-approves audit and audit-related services in accordance with its review and approval of the engagement letter and annual service plan with the independent registered public accounting firm. Any tax consultation or other consulting services proposed to be provided by RSM are considered for approval by the Audit Committee on a project-by-project basis. Non-audit and other services provided by the independent registered public accounting firm will be considered by the Audit Committee for pre-approval based on business purpose, reasonableness of estimated fees and the potential impact on the firm’s independence.

(2) Based on Amendment 16 to the Schedule 13D filed by David Einhorn and Greenlight Capital, Inc. et al. on February 10, 2021 and the Form 4 filed on January 4, 2022, Mr. Einhorn is the president of Greenlight Capital, Inc. ("Greenlight Inc.") and the senior manager of DME Advisors GP, LLC ("DME GP"). DME GP is the general partner of DME Advisors, LP ("DME") and DME Capital Management, LP ("DME CM"). Greenlight Inc. controls the voting and disposition of 8,480,328 shares of Common Stock held for the account of GCOP, Ltd. of which Greenlight Inc. acts as investment advisor. DME CM controls the voting and disposition of 4,971,293 shares of Common Stock held for the account of GCOM, of which DME CM acts as investment advisor. DME controls the voting and disposition of 2,740,190 shares of Common Stock held for the account of Solasglas Investments, LP ("SILP") and a private investment fund for which DME CM manages a portfolio (the "Sub-Account") and serves as DME serves as investment advisor. By virtue of his roles at Greenlight Inc., DME Advisors, DME Management and DME GP, Mr. Einhorn may be deemed to have voting and dispositive power over 17,041,811 shares of common stock held by these affiliates of Greenlight, Inc. The 17,041,811 shares includes 8,476,863 shares of common stock which are pledged or held in one or more margin accounts. Each of Mr. Einhorn, Greenlight Inc., DME Advisors, DME Management and DME GP disclaims beneficial ownership of these shares of common stock, except to the extent of any pecuniary interest therein. The principal business

Proposals for Inclusion in the Proxy Statement. The date by which stockholder proposals must be received by us for inclusion in proxy materials relating to the 2023 annual meeting of stockholders, or the “2023 Annual Meeting,” is February 22, 2023, pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended. Eligible stockholders who seek to submit a proposal for inclusion in our proxy statement must comply with all applicable Bylaws and SEC regulations regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Upon receipt of any such proposal, we will determine whether or not to include such proposal in the proxy materials in accordance with SEC regulations governing the solicitation of proxies.

Proposals not Included in the Proxy Statement and Nominations for Director. Stockholder proposals not included in our proxy statement and stockholder nominations for director may be brought before an annual meeting of stockholders in accordance with the advance notice procedures described in our Bylaws. In general, notice must be received by the Corporate Secretary not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting (i.e., February 22, 2023) and must contain specified information concerning the matters to be brought before such meeting and concerning the stockholder proposing such matters. For the 2023 Annual Meeting, the Corporate Secretary must receive notice of the proposal on or after the close of business on February 22, 2023 and no later than the close of business on March 24, 2023. Stockholder proposals must be in proper written form and must meet the detailed disclosure requirements set forth in our Bylaws, including a description of the proposal, the name of the stockholder and beneficial owner, if any, and such parties’ stock holdings and derivative positions in our securities, if any. If we hold the 2023 Annual Meeting more than 30 days earlier or more than 60 days later than such anniversary date, we must receive your notice not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made.

We will furnish without charge to each person whose proxy is being solicited, upon request of any such person, a copy of the 2021 Form 10-K as filed with the SEC, including the financial statements and schedules thereto, but not the exhibits. In addition, such report is available, free of charge, on the Internet at www.greenbrickpartners.com. Stockholders who wish to obtain a paper copy of our 2021 Form 10-K may do so without charge by writing to Green Brick Partners, Inc., 2805 Dallas Parkway, Suite 400, Plano, TX 75093, Attention: Investor Relations. A copy of any exhibit to the 2021 Form 10-K will be forwarded following receipt of a written request with respect thereto addressed to Investor Relations.

If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of the Notice, or if you hold shares of our Common Stock in more than one account, and in either case you wish to receive only a single copy of the Notice for your household, please contact Broadridge Householding Department by phone at 1-800-542-1061 or by mail to Broadridge Householding Department, 51 Mercedes Way, Edgewood, New York 11717. If you participate in householding and wish to receive a separate copy of the Notice, or if you do not wish to participate in householding and prefer to receive separate copies of the Notice in the future, please contact Broadridge as indicated above.


ITEMS OF BUSINESS		BOARD RECOMMENDATION
1.	To elect as directors the eight nominees named in the attached proxy statement for a one-year term or until his or her successor is elected and qualified	“FOR” each Director Nominee
2.	To ratify selection of RSM US LLP as our Independent Registered Public Accountants for 2022	“FOR”


Date and Time:			Tuesday, June 7, 2022, at 10:00 a.m. Central Time
Place:			Our meeting will be held in a virtual format only, conducted exclusively via www.virtualshareholdermeeting.com/GRBK2022. There will not be a physical location for the meeting, and you will not be able to attend the meeting in person. Stockholders will be able to attend, vote and submit questions (both before and during a portion of the meeting) virtually.
Record Date:			April 13, 2022
Voting:			Each share of common stock outstanding on the Record Date has one vote on each matter that is properly submitted for a vote at the annual meeting.


Proposal		Board Recommendations
Proposal 1:	Election of Directors (page 4)	FOR each director nominee
Proposal 2:	Ratification of RSM US LLP (“RSM”) as our Independent Registered Certified Public Accounting Firm for 2022 (page 39)	FOR


Name						Required Multiple
Chief Executive Officer						3 times
All Other NEOs						2 times
Directors						5 times


Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)(3)		Total ($)
David Einhorn		125,000		-	125,000
Elizabeth K. Blake (4)		—		214,275	214,275
Harry Brandler		100,000		107,137	207,137
John R. Farris		100,000		107,137	207,137
Kathleen Olsen(5)		120,000		107,137	227,137
Richard S. Press(6)		118,333		107,137	225,470



James R. Brickman Co-Founder and CEO			David Einhorn Co-Founder and Chairman


We mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report for the year ended December 31, 2021 on or about April 28, 2022. Our proxy statement and annual report are available online at: www.proxyvote.com.


PROXY SUMMARY			1
PROPOSAL NO. 1 ELECTION OF DIRECTORS			4
CORPORATE GOVERNANCE			12
Corporate Governance Guidelines			12
Board Committees			12
Additional Corporate Governance Policies			19
Sustainability and Corporate Responsibility			20
DIRECTOR COMPENSATION			22
EXECUTIVE OFFICERS			24
COMPENSATION DISCUSSION AND ANALYSIS			25
Compensation Philosophy and Objectives			25
Compensation Setting Process			26
Executive Compensation Components			28
2021 Compensation Design and Decisions			28
COMPENSATION COMMITTEE REPORT			33
EXECUTIVE COMPENSATION			34
Summary Compensation Table			34
Grants of Plan Based Awards Table			35
Outstanding Equity Awards at Fiscal Year End			35
Options Exercised and Stock Vested			35
Potential Payments Upon Termination or Change in Control			36
CEO Pay Ratio			38
PROPOSAL NO. 2 RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANT			39
AUDIT COMMITTEE REPORT			41
SECURITY OWNERSHIP			42
QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING			44
OTHER MATTERS			48
Delinquent Section 16(a) Reports			48
Stockholder Proposals and Director Nominations			48
List of Stockholders Entitled to Vote at the Annual Meeting			49
Expenses Relating to this Proxy Solicitation			49
Communication with Green Brick’s Board of Directors			49
Available Information			49
Electronic Delivery			49
Householding			50


Name						Restricted Stock Units (a)
David Einhorn						—
Elizabeth K. Blake						9,232
Harry Brandler						4,616
John R. Farris						4,616
Kathleen Olsen						4,616
Richard S. Press						4,616


2021 Metric			Why It Contributes to Alignment with Stockholder Value
Unit Growth			Unit Growth is a metric most analysts and investors use to determine how effectively a builder is operating relative to peers.
Home Closings Revenue Growth			Revenue Growth is a metric most analysts and investors use to determine how effectively a builder is operating relative to peers.
Pre-Tax Income Growth			Pre-Tax Income Growth is a metric most analysts and investors use to determine how effectively a builder is operating relative to peers.
Return on Assets			Return on Assets is a metric most analysts and investors use to determine how effectively a builder is operating relative to peers.


Name	2021 Base Salary
James R. Brickman	$	1,500,000
Richard A. Costello	$	450,000
Jed Dolson	$	600,000


Name	2021 Bonus Opportunity
James R. Brickman	$	2,700,000
Richard A. Costello	$	550,000
Jed Dolson	$	1,506,000


	Pre-Tax Income	Earned %
Threshold	$168 million	33.333%
Mid-Point	$201 million	66.666%
Target	$235 million	100%
ACTUAL	$257 million	100%


Builder	Unit Growth %	Home Closings Revenue Growth %	Pre-Tax Income Growth %	Return on Assets (Annualized)
Green Brick Partners	28%	41%	80%	15.8%

Beazer Homes	(5)%	1%	101%	7.2%
Century Communities	14%	33%	137%	15.7%
Lennar	13%	22%	86%	14.0%
M/I Homes	12%	23%	64%	13.5%
New Home	Excluded due to acquisition(1)
PulteGroup	17%	26%	45%	15.2%
Toll Brothers	18%	22%	87%	7.4%
Tri Point Homes	21%	22%	68%	11.2%


	2021 Performance Based Compensation
		Annual Incentive Bonus		Additional Performance Bonus		Total($)
		Cash($)	Stock($)	Cash($)	Stock($)
James R. Brickman		1,350,000	1,350,000	1,000,000	-	3,700,000
Richard A. Costello		275,000	275,000	125,000	125,000	800,000
Jed Dolson		753,000	753,000	400,000	400,000	2,306,000


		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)
	Grant Date	Threshold ($)	Target($)
James R. Brickman	03/10/2021	0	2,700,000
Richard A. Costello	03/10/2021	0	550,000
Jed Dolson	03/10/2021	0	1,506,000


Services Provided	2021	2020
Audit Fees(1)	$728,463	$653,886
Audit-Related Fees(2)	46,800	65,000
Tax Fees	—	—
All Other Fees(3)	7,620	—
Total	$782,883	$718,886


Name of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned(2)	Percent(2)
Holders of more than 5%
Greenlight Capital Inc. and its affiliates(2).	17,041,811	34.6%
BlackRock, Inc.(3).	3,677,214	7.5%
Named Executive Officers and Directors:
James R. Brickman(4)	2,056,072	4.1%
Richard A. Costello	87,670	*
Jed Dolson	239,384	*
David Einhorn(2)(5)	17,427,590	35.4%
Elizabeth K. Blake	181,364	*
Harry Brandler(6)	121,450	*
John R. Farris	145,444	*
Lila Manassa Murphy	-	*
Kathleen Olsen	79,238	*
Richard S. Press	90,897	*
All Executive Officers and Directors as a group (10 persons)(7)	20,429,109	41.5%


Proposal						Board Recommendation
To elect eight directors each for a term expiring at the next annual meeting or until his or her successor has been duly elected and qualified.						FOR each Director Nominee
To ratify the appointment of RSM US LLP (“RSM US” or “independent auditors”) as our independent registered certified public accounting firm for the 2022 fiscal year.						FOR


Proposal			Can Brokers Vote Absent Instructions?
Election of Directors			No
Ratification of Independent Registered Certified Public Accounting Firm			Yes


Proposal			Description of Votes Needed
Election of Directors			The eight nominees for election as directors will be elected by a majority of the votes cast at the Annual Meeting.
Ratification of Independent Registered Certified Public Accounting Firm			The affirmative vote of a majority of the votes cast on the proposal is required for the ratification of the appointment of RSM US as our independent auditor for the 2022 fiscal year.