UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

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

Check the appropriate box:

M/I Homes, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

3 Easton Oval

Columbus, Ohio 43219

April 4, 20177, 2020

To Our Shareholders:

The 20172020 Annual Meeting of Shareholders (the “Annual Meeting”) of M/I Homes, Inc. (the “Company”) will be held at 9:00 a.m., local time, on Tuesday,Monday, May 9, 2017,11, 2020 at the offices of the Company, 3 Easton Oval, Columbus, Ohio.Ohio 43219.  Holders of record of our common shares as of March 13, 201716, 2020 are entitled to notice of, and to vote at, the Annual Meeting.

Enclosed is a copy of our 20162019 Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the fiscal year endedDecember 31, 2016,2019, a notice of the Annual Meeting and a proxy statement and proxy card for the Annual Meeting.  It is important that your common shares be represented at the Annual Meeting.  Please record your vote on the enclosed proxy card and return it promptly in the postage-paid envelope provided or, alternatively, vote your proxy electronically via the Internet or telephonically in accordance with the instructions on your proxy card.

The Company currently intends to hold the Annual Meeting in person. However, we are actively monitoring the impact of the coronavirus (COVID-19), and we may hold the Annual Meeting solely by means of remote communication if we determine that it is not possible or advisable to hold the Annual Meeting in person. If we take this step, we will announce the decision to do so and provide information regarding how to participate in the Annual Meeting via a press release that will be posted on the “Investors” section of our website (www.mihomes.com) and filed with the Securities and Exchange Commission as additional proxy materials.

We look forward to reviewing the activities of the Company at the Annual Meeting. We hope you can be with us.

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

IN THE ENVELOPE PROVIDED OR, ALTERNATIVELY, VOTE YOUR PROXY

ELECTRONICALLY VIA THE INTERNET OR TELEPHONICALLY.

3 Easton Oval

Columbus, Ohio 43219

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held May 9, 201711, 2020

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

Notice is hereby given that the 20172020 Annual Meeting of Shareholders (the “Annual Meeting”) of M/I Homes, Inc. (the “Company”) will be held at 9:00 a.m., local time, on Tuesday,Monday, May 9, 2017,11, 2020, at the offices of the Company, 3 Easton Oval, Columbus, Ohio 43219, for the following purposes:

Only holders of record of our common shares at the close of business onMarch 13, 201716, 2020 will be entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment thereof.

The Company currently intends to hold the Annual Meeting in person. However, we are actively monitoring the impact of the coronavirus (COVID-19), and we may hold the Annual Meeting solely by means of remote communication if we determine that it is not possible or advisable to hold the Annual Meeting in person. If we take this step, we will announce the decision to do so and provide information regarding how to participate in the Annual Meeting via a press release that will be posted on the “Investors” section of our website (www.mihomes.com) and filed with the Securities and Exchange Commission as additional proxy materials.

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

April 4, 2017

April7, 2020

THE COMPANY’S NOTICE OF ANNUAL MEETING OF SHAREHOLDERS, PROXY STATEMENT, FORM OF PROXY AND 20162019 ANNUAL REPORT TO SHAREHOLDERS ARE AVAILABLE ONLINE AT WWW.EDOCUMENTVIEW.COM/MHO.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 9, 2017.11, 2020.

The Company’s Notice of Annual Meeting of Shareholders, Proxy Statement, form of proxy and 20162019 Annual Report to Shareholders are available online atwww.edocumentview.com/MHO.

For information on how to obtain directions to the Annual Meeting and vote in person, please contact our Investor Relations department at (614) 418-8225 orinvestorrelations@mihomes.com.

ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS

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

3 Easton Oval

Columbus, Ohio 43219

PROXY STATEMENT

for the

2017 ANNUAL MEETING OF SHAREHOLDERS2020 Annual Meeting of Shareholders

To Be Held May 9, 201711, 2020

GENERAL

GENERAL

Time, Place and Purposes of Meeting

The 20172020 Annual Meeting of Shareholdersof M/I Homes, Inc. (the “Annual Meeting”) will be held on Tuesday,Monday, May 9, 201711, 2020 at 9:00 a.m., local time, at our corporate offices at 3 Easton Oval, Columbus, Ohio.Ohio 43219.  The purposes of the Annual Meeting are set forth in the Notice of Annual Meeting of Shareholders to which this Proxy Statement is attached. All references in this Proxy Statement to “M/I Homes,” the “Company,” “we,” “our” or “us” refer to M/I Homes, Inc.

The Company currently intends to hold the Annual Meeting in person. However, we are actively monitoring the impact of the coronavirus (COVID-19), and we may hold the Annual Meeting solely by means of remote communication if we determine that it is not possible or advisable to hold the Annual Meeting in person. If we take this step, we will announce the decision to do so and provide information regarding how to participate in the Annual Meeting via a press release that will be posted on the “Investors” section of our website (www.mihomes.com) and filed with the Securities and Exchange Commission as additional proxy materials.

Solicitation of Proxies

This Proxy Statement and the accompanying form of proxy are first being sent on or about April 4, 20177, 2020 to holders of the Company’s common shares, par value $.01 per share (the “Common Shares”), as of the close of business onMarch 13, 201716, 2020 (the “Record Date”).  This Proxy Statement is furnished in connection with the solicitation of proxies by the Company’s Board of Directors (the “Board”) for use at the Annual Meeting and any adjournment thereof.  The Company’s 20162019 Annual Report to Shareholders (the “2016“2019 Annual Report”Report”), which includes our Annual Report on Form 10-K for the fiscal year endedDecember 31, 20162019 (the “2016“2019 Form 10-K”10-K”), is being mailed together with this Proxy Statement.

Outstanding Shares and Quorum Requirements

There were 27,092,72328,583,329 Common Shares issued and outstanding on the Record Date.  The Common Shares represent our only class of voting securities entitled to vote at the Annual Meeting. Each Common Share outstanding on the Record Date entitles the holder thereof to one vote on each matter submitted to a shareholder vote at the Annual Meeting.  A quorum for the Annual Meeting is a majority of the outstanding Common Shares on the Record Date. Common Shares represented by properly executed proxies returned to the Company at or prior to the Annual Meeting or represented by properly authenticated voting instructions timely recorded electronically via the Internet or telephonically will be counted toward the establishment of a quorum for the Annual Meeting even though they are marked “Abstain” (on any or all applicable proposals) or “Withheld” (from any or all director nominees) or are not marked at all.

Voting by Proxy

A proxy card for use at the Annual Meeting is enclosed.  You may ensure your representation at the Annual Meeting by completing, signing, dating and promptly returning to the Company, at or prior to the Annual Meeting, the enclosed proxy card in the envelope provided.  Alternatively, shareholders holding Common Shares registered directly with our transfer agent, Computershare, may vote their proxies electronically via the Internet

or telephonically by following the instructions on their proxy cards.  The deadline for voting electronically via the Internet or telephonically is 1:00 a.m., local time, on May 9, 2017.11, 2020.  There are no fees or charges associated with voting electronically via the Internet or telephonically, other than fees or charges, if any, that shareholders may pay for access to the Internet and for telephone service. A record holder of Common Shares may also attend the Annual Meeting and vote in person. Beneficial owners of Common Shares held in “street name” by a broker, bank or other nominee may also be eligible to vote their proxies electronically via the Internet or telephonically. Beneficial owners should review the information provided to them by their broker, bank or other nominee. This information will set forth the procedures to be followed in instructing their broker, bank or other nominee how to vote the Common Shares held in “street name” and how to revoke previously given instructions. Beneficial owners who desire to attend the Annual Meeting and vote in person must provide a “legal proxy” from their broker, bank or other nominee in order to vote in person at the Annual Meeting.

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

Revocation of Proxies

A record holder may revoke its proxy at any time before it is exercised at the Annual Meeting by (1) filing a written notice with the Company revoking the proxy, (2) duly executing and returning to the Company a proxy card bearing a later date, (3) casting a new vote electronically via the Internet or telephonically or (4) attending the Annual Meeting and voting in person. Attending the Annual Meeting without voting in person will not revoke a previously delivered proxy. Beneficial owners of Common Shares held in “street name” should follow the instructions provided by their broker, bank or other nominee to revoke a previously delivered proxy. Subject to such revocation and except as otherwise stated in this Proxy Statement or in the form of proxy, all proxies properly executed that are received prior to, or at the time of, the Annual Meeting and all proxies properly voted electronically via the Internet or telephonically before 1:00 a.m., local time, on May 9, 2017,11, 2020, will be voted in accordance with the instructions contained therein. If no instructions are given (excluding broker non-votes), proxies will be voted FOR the election of the director nominees identified in Proposal No. 1, FOR the approval of the compensation of the Company’s named executive officers as disclosed in this Proxy Statement (Proposal No. 2), for holding advisory votes on the compensation of the Company’s named executive officers every ONE YEAR (Proposal No. 3), FOR the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 20172020 (Proposal No. 4)3) and at the discretion of the proxy holders on all other matters that may properly be brought before the Annual Meeting or any adjournment thereof.

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Proposal No. 1

ELECTION OF DIRECTORS

In accordance with the Company’s Amended and Restated Regulations (as amended, the “Regulations”), the Board is comprised of nine directors, divided into three classes with staggered three-year terms. A class of three directors is to be elected at the Annual Meeting.  The Board has nominated the persons set forth in the table below for election as directors of the Company at the Annual Meeting. 

The three nominees receiving the greatest number of votes cast will be elected to serve until the Company’s 20202023 Annual Meeting of Shareholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal. Withheld votes with respect to any nominee (or all of the nominees) and broker non-votes will be counted for purposes of establishing a quorum, but will have no effect on the election of such nominee(s). However, pursuant to the Board’s majority voting policy,any nominee for directorin an uncontested election whoreceives a greater number of votes “withheld” from his or her election than votes “for” his or her election shall tender his or her resignation as a director to the Board. See “Information Regarding the Board, its Committees and Corporate Governance—Majority Voting Policy” on page 9 of this Proxy Statement for more information regarding our majority voting policy.

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

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

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BOARD OF DIRECTORS

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INFORMATION REGARDING THE BOARD, ITS COMMITTEES AND CORPORATE GOVERNANCE

Board Organization, Independence and Committees

The Board currently has nine members.The Board has determined that six of its nine members (Friedrich(Friedrich K.M. Böhm, William H. Carter, Michael P. Glimcher, Elizabeth K. Ingram, Nancy J. Kramer and Norman L. Traeger and Sharen Jester Turney)Traeger) qualify as independent under NYSE Rules.When determining whether a director qualifies as independent, the Board, in accordance with NYSE Rules, broadly considers all relevant facts and circumstances to determine whether the director has any material relationship with the Company, either directly or indirectly (as a partner, shareholder or officer of an organization that has a relationship with the Company), other than serving as one of our directors.Sharen Jester Turney retired from the Board on February 8, 2019. Prior to her retirement, Ms. Turney served on the Compensation Committee and the Nominating and Governance Committee, and the Board determined that she qualified as independent under NYSE Rules.

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

During 2016,2019, the Board held four meetings, and each director attended at least 75% of the total number of meetings of the Board and the committees on which he or she served (in each case, held during the period such director served).

During 2016,2019, the Board had four standing committees: the Audit Committee; the Compensation Committee; the Nominating and Governance Committee; and the Executive Committee. In accordance with the applicable rules of the Securities and Exchange Commission (the “SEC Rules”) and NYSE Rules, each of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee has its own written charter, which is available on the Company’s website atwww.mihomes.com under the “Investors” heading.

Audit Committee. The Audit Committee operates pursuant to a written Audit Committee Charter adopted by the Board which reflects SEC Rules and NYSE Rules relating to audit committees. The Audit Committee annually reviews and assesses the adequacy of its charter and recommends changes to the Board as necessary to reflect changes in regulatory requirements, authoritative guidance and evolving practices. The primary purpose of the Audit Committee is to assist the Board in its oversight of: (1) the integrity of the Company’s consolidated financial statements and internal control over financial reporting; (2) the Company’s compliance with legal and regulatory requirements; (3) the Company’s independent registered public accounting firm’s qualifications, independence and performance; and (4) the performance of the Company’s internal audit function.

The Audit Committee’s specific responsibilities include: (1) reviewing and discussing the overall scope of the independent registered public accounting firm’s annual audit plans, including staffing, professional services, audit procedures and fees; (2) reviewing and discussing the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the Company’s financial statements; (3) reviewing and discussing the Company’s quarterly financial statements and annual audited financial statements and related disclosures; (4) discussing the assessments of the adequacy and effectiveness of the Company’s systems of disclosure controls and procedures and internal control over financial reporting; (5) discussing the guidelines and policies used by management to govern the process by which risk assessment and risk management is undertaken, paying particular attention to financial risk exposures; (6) monitoring and reporting to the Board concerning the independence, qualifications and performance of the independent registered public accounting firm; (7) reviewing and pre-approving all audit services and permitted non-audit services to be performed for the Company or its subsidiaries; (8) reviewing the internal auditors’ annual audit plans and reviewing reports concerning the results of internal audits; (9) reviewing and discussing with the internal auditors their assessments of the Company’s risk management processes and system of internal control; (10) establishing procedures for the confidential submission, receipt, retention and treatment of complaints regarding accounting, internal accounting

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controls or auditing matters; (11) engaging the independent registered public accounting firm; and (12) reviewing any issues that arise with respect to the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the performance and independence of the independent registered public accounting firm or the performance of the internal audit function.

Each member of the Audit Committee qualifies as independent and is financially literate under the applicable SEC Rules and NYSE Rules. The Board has determined that the Audit Committee’s Chairman, William H. Carter, qualifies as an audit committee financial expert as defined by applicable SEC Rules. The Audit Committee has been established in accordanceinaccordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee met nineeight times during 2016.2019. The Audit Committee also met nineeight times with the Company’s senior financial management, including the internal auditors, and the Company’s independent registered public accounting firm, and discussed the Company’s interim and fiscal year financial information prior to public release. The Audit Committee’s report relating to the 20162019 fiscal year appears on page 5349 of this Proxy Statement.

Compensation Committee. The Compensation Committee operates pursuant to a written Compensation Committee Charter adopted by the Board which reflects NYSE Rules relating to compensation committees. The Compensation Committee annually reviews and assesses the adequacy of its charter and recommends changes to the Board as necessary to reflect changes in regulatory requirements, authoritative guidance and evolving practices. Each member of the Compensation Committee qualifies as independent under the applicable NYSE Rules. The Compensation Committee’s primary purpose is to assist the Board in discharging its responsibilities relating to the compensation (cash, equity and otherwise) to be provided to the executive officers and directors of the Company.

The Compensation Committee Charter sets forth the specific responsibilities and duties of the Compensation Committee, which include: (1) establishing the Company’s executive compensation philosophy, objectives and policies; (2) reviewing, approving and determining the amount and form of compensation for the executive officers; (3) reviewing and making recommendations to the Board regarding the amount and form of non-employee director compensation; (4) developing and administering plans to qualify the compensation paid to the executive officers for tax deductibility to the extent feasible; (5) reviewing and making recommendations to the Board concerning, and administering, the Company’s cash incentive and equity-based compensation plans; (6)(5) reviewing and discussing with the Board the Company’s organizational structure and plans for management succession; (7)(6) reviewing and discussing with management the Compensation Discussion and Analysis section of the proxy statement and recommending to the Board whether to include such Compensation Discussion and Analysis section in the proxy statement; and (8)(7) preparing a report on executive officer compensation for inclusion in the proxy statement. The

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

The Compensation Committee met sixfive times during 2016.2019. The Compensation Committee’s report relating to the 20162019 fiscal year appears on page 4036 of this Proxy Statement.  See “Compensation Discussion and Analysis” beginning on page 2220 of this Proxy Statement for more information concerning the activities of the Compensation Committee with respect to the 20162019 fiscal year, including the Compensation Committee’s engagement of Pearl Meyer & Partners (“Pearl Meyer”), an independent outside consulting firm, to assist the Compensation Committee in the design of the Company’s 20162019 executive compensation program.

Nominating and Governance Committee. The Nominating and Governance Committee operates pursuant to a written Nominating and Governance Committee Charter adopted by the Board which reflects

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NYSE Rules relating to nominating committees. The Nominating and Governance Committee annually reviews and assesses the adequacy of its charter and recommends changes to the Board as necessary to reflect changes in regulatory requirements, authoritative guidance and evolving practices. The Nominating and Governance Committee’s primary responsibility is to assist the Board on the broad range of issues surrounding the composition and operation of the Board, including: (1) identifying individuals qualified to become directors; (2) recommending to the Board director nominees for the next annual meeting of shareholders; and (3) developing and recommending to the Board a set of corporate governance principles. In addition, the Nominating and Governance Committee recommends to the Board committee selections and oversees the evaluation of the Board. Each member of the Nominating and Governance Committee qualifies as independent under the applicable NYSE Rules. The Nominating and Governance Committee met four times during 2016.2019.

Executive Committee. When the Board is not in session, the Executive Committee may exercise those powers and carry out those duties of the Board which may lawfully be delegated by the Board. During 2016,2019, the Executive Committee did not hold any formal meetings; however, the committee approved five actions by unanimous written consent.meetings.

Corporate Governance Guidelines

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

Majority Voting Policy

Our Corporate Governance Guidelines include a majority voting policy that applies in uncontested elections of directors (i.e.,an election of directors in which the number of nominees for director does not exceed the number of directors to be elected). Under this policy,any nominee for director whoreceives a greater number of votes “withheld” from his or her election than votes “for” his or her electionshall tender his or her resignation as a director to the Boardpromptly following the certification of the election results. The Nominating and Governance Committee will consider each resignation tendered under the policy and recommend to the Board whether to accept or reject the resignation. The Board will act oneach tendered resignation, taking into account the Nominating and Governance Committee’s recommendation, within 90 days following the certification of the election results.The Nominating and Governance Committee in making its recommendation, and the Board in making its decision, may consider any factors or other information that they deem relevant or appropriate. The Board will promptly publicly disclose its decision whether to accept or reject such tendered resignation and, if rejected, the reasons for rejecting the tendered resignation.

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

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

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

Review, Approval or Ratification of Related Person Transactions

All Related Person Transactions (as defined below) are subject to our written Related Person Transaction Policy. Under this policy, the Audit Committee is responsible for reviewing and approving (or ratifying) all Related Person Transactions. In carrying out its responsibilities, the Audit Committee considers all relevant facts and circumstances relating to a Related Person Transaction and either approves (or ratifies) or disapproves the Related Person Transaction. While the relevant facts and circumstances vary depending on the transaction, they generally include:

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

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

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

During 20162019 and the year-to-date period in 2017,2020, the Company has not been a participant in any related personRelated Person Transaction, except for the following transaction.

In March 2020, in the ordinary course of business, we purchased a parcel of real property located in Delaware County, Ohio for approximately $14.2 million from an entity in which Gary Schottenstein (the brother of Robert H. Schottenstein) owns a majority interest. This transaction which requires disclosure under Item 404(a) of Regulation S-K.was approved by the Audit Committee in accordance with our Related Person Transaction Policy.

Attendance at Annual Shareholder Meetings

The Company does not have a formal policy with respect to attendance by our directors at our annual meetings of shareholders.  However, directors are encouraged to attend, and the Board and its committees meet immediately following each annual meeting of shareholders.  All nine of our then current directors attended the 20162019 Annual Meeting of Shareholders.

Code of Business Conduct and Ethics

All of the Company’s directors, officers and employees (including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions) must adhere tocomply with the Company’sour Code of Business Conduct and Ethics, which complies withmeets the applicable SEC Rules and NYSE Rules and is intended to reinforce our commitment to maintaining the highest ethical standards in operating our business.Rules.  The Code of Business Conduct and Ethics is available on the Company’s website atwww.mihomes.com under the “Investors” heading or by writing to M/I Homes, Inc., 3 Easton Oval, Suite 500, Columbus, Ohio 43219, c/o Chief Legal Officer and Secretary. We intend to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of the Code of Business Conduct and Ethics that relate to elements listed under Item 406(b) of Regulation S-K and apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website.

Executive Sessions

In accordance with our Corporate Governance Guidelines and NYSE Rules, our non-management directors meet without management or the inside directors present at every regularly scheduled Board meeting (at least twice per year) and at such other times as our Lead Independent Director or a majority of our non-management directors deem necessary or appropriate.  Each executive session is chaired by ourOur Lead Independent Director.Director chairs each executive session.  During 2016,2019, the non-management directors held four executive sessions.

Communications with the Board of Directors

The Board believes it is important for shareholders and other interested parties to have a process by which to send communications tocommunicate with the Board.  Accordingly, shareholders and other interested parties who wish to communicate with the

Board or a particular director or group of directors (including the non-management directors) may do so by sending a letter to M/I Homes, Inc., 3 Easton Oval, Suite 500, Columbus, Ohio 43219,

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c/o Secretary.  The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Shareholder/Interested Party-Board Communication” or “Shareholder/Interested Party-Director Communication.”  All such letters must identify the author as a shareholder or other interested party (indicating such interest) and clearly state whether the intended recipients are all members of the Board or certain specified individual directors. The Secretary will make copies of all such letters and circulate them to the appropriate director or directors.director(s).

Board Leadership Structure

The Company does not have a fixed policy regarding whether the offices of Chairman of the Board and Chief Executive Officer should be vested in the same person or two different people.  The Board has determined that the combined role of Chairman and Chief Executive Officer, as supplemented by our Lead Independent Director (as discussed below), is the most effective leadership structure for us at the present time.  The Board believes that our Chief Executive Officer is best qualified to serve as Chairman because, as the officer ultimately responsible for our operations and performance, he is intimately familiar with our business, operations and industry and uniquely positioned to effectively identify and lead discussions concerning our strategic priorities.  The Board further believes that the combined role of Chairman and Chief Executive Officer promotes the development and execution of our business strategy and facilitates information flow between management and the Board, which areis essential to effective governance.  In addition, the Board believes that our current Chief Executive Officer’s family relationship (he is the son of the founder of the Company)our founder), previous experience as a real estate attorney and more than 2530 years of service with the Companyus in various roles spanning production, sales and land acquisition/disposition and development further qualify him to serve as Chairman.

To supplement our leadership structure, the Board has a Lead Independent Director position, which is currently held by Friedrich K.M. Böhm. The Lead Independent Director serves at the discretion of, and is annually elected by, our independent directors. The Lead Independent Director has the following duties and responsibilities:

carries out this responsibilityout directly and through its committees. The full Board directly oversees and reviews operational and strategic risk and receives regular reports from the committee chairs regarding risk oversight in the committees’ respective areas of responsibility.

The Audit Committee oversees and reviews financial risk (including our internal controls) and legal, compliance and regulatory risk. In carrying out their oversight responsibilities, the full Board and the Audit Committee receive regular reports from the appropriate members of management regarding the material risks that have been identified, including how those risks are being managed and strategies for mitigating those risks. The Audit Committee also receives an annual risk assessment report from our internal auditors and, in accordance with its charter, discusses with management the guidelines and policies that management uses to govern the process by which risk assessment and management is undertaken, with particular attention to financial risks.

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

The Nominating and Governance Committee oversees risks related to the composition and operation of our Board, including director independence and potential conflicts of interest.

Nomination of Directors

As described above, the Company has a standing

The Nominating and Governance Committee that is responsible for providing oversight on the broad range of issues surrounding the composition and operation of the Board, including identifying candidates qualified to become directors and recommending director nominees to the Board.

When considering candidates for the Board, the Nominating and Governance Committee evaluates the entirety of each candidate’s credentials and does not have any specific eligibility requirements or minimum qualifications that must be met by a Nominating and Governance Committee-recommended nominee. The Nominating and Governance Committee considers those factors it deems appropriate, including judgment, skill, independence, diversity, strength of character, experience with businesses and organizations comparable in size or scope, experience as an executive of, or advisor to, a publicly-traded or private company, experience and skill relative to our other Board members,directors and specialized knowledge or experience and desirability of the candidate’s membership on the Board.experience. The Nominating and Governance Committee does not have a formal policy with regard to the consideration of diversity in identifying director nominees. However,Instead, the Nominating and Governance Committee considers diversity, including diversity of gender, race, and ethnicity, education, professional experience, viewpoints, backgrounds and skills. The Nominating and Governance Committeeskills, but does not assign a specific weight to particular factors and, depending upon the then current needs of the Board, may weigh certain factors more or less heavily. The Nominating and Governance Committee does, however, believe that all members of the Boarddirectors should have the highest character and integrity, a reputation for working constructively with others, sufficient time to devote to the Board matters and no conflict of interest that would materially interfere with performance as a director.

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The Nominating and Governance Committee considers candidates for the Board from any reasonable source, including shareholder recommendations, and does not evaluate candidates differently based on who has made the recommendation. Pursuant to its written charter, the Nominating and Governance Committee has the authority to retain consultants and search firms to assist in the process of identifying and evaluating candidates and to approve the fees and other retention terms for any such consultant or search firm. No such consultant or search firm has been used to date.

Shareholders may recommend director candidates for consideration by the Nominating and Governance Committee by giving written notice of the recommendation to M/I Homes, Inc., 3 Easton Oval, Suite 500, Columbus, Ohio 43219, c/o Secretary. The recommendation must include the candidate’s name, age, business address, residence address and principal occupation or employment, as well as a description of the candidate’s qualifications, attributes and other skills. Aa written statement from the candidate consenting to serve as a director, if so nominated and elected, must accompanyelected.

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

The Board, taking into account the recommendations of the Nominating and Governance Committee, selects the nominees for election as directors at the annual meeting of shareholders. In addition, shareholders who wish to nominate one

or more persons for election as a director at the annual meeting of shareholders may do so, provided they comply with the nomination procedures set forth in the Company’s Regulations. To nominate one or more persons for election as a director at an annual meeting, the Company’s Regulations require that a shareholder give written notice of such shareholder’s intent to make such nomination or nominationsnomination(s) by personal delivery or by United States Mail,mail, postage pre-paid, to the Secretary of the Company not less than 60 days nor more than 90 days prior to the first anniversary of the date of the preceding year’s annual meeting (or, if the date of the annual meeting is changed by more than 30 days from the anniversary date of the preceding year’s annual meeting or, in the case of a special meeting, within seven days after the date the Company mails or otherwise gives notice of the date of the meeting). Such notice shall set forth: (1) the name and address of the shareholder intending to make the nomination and the person or personsperson(s) to be nominated; (2) a representation that the shareholder is a holder of record entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or personsperson(s) specified in the notice; (3) a description of all arrangements or understandings between the shareholder and each nominee and any other person or personsperson(s) (naming such person or persons)person(s)) pursuant to which the nomination or nominations arenomination(s) is to be made by the shareholder; (4) such other information regarding each nominee proposed by the shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had the nominee been nominated, or intended to be nominated, by the Board; and (5) the consent of each nominee to serve as a director, of the Company, if so elected. The Chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedures.

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Proposal No. 2

ADVISORY VOTE ON EXECUTIVE COMPENSATION

WePursuant to SEC rules and our Board policy requiring an annual “say-on-pay” vote, we are asking our shareholders to approve athe following non-binding advisory resolution on the compensation of our executive officers identified in the Summary Compensation Table on page 4137 of this Proxy Statement (the “Named Executive Officers”)––commonly referred to as a “say-on-pay” vote. Our Board has adopted a policy providing for an annual “say-on-pay” vote. In accordance with this policy and Section 14A of the Exchange Act, and as a matter of good corporate governance, we are asking our shareholders to vote “FOR” the following resolution::

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

We are committed to responsible executive compensation practices and a pay-for-performance philosophy.Compensation Objectives.            Through a balanced mix of base salary, annual cash performance bonus and long-term equity awards, we seek to promote four primary objectives with(1) attract and retain exceptional executives, (2) motivate our executive compensation program: (1) attracting and retaining exceptional executives; (2) motivating our executives;executives, (3) aligningalign the interests of our executives and our shareholders;shareholders and (4) rewarding short-term and long-termreward performance. Our executive compensation program is intendedWe are committed to be competitive with our Peer Group (as defined on page 26 of this Proxy Statement) while concentratinga pay-for-performance philosophy. As a result, a significant majority of each Named Executive Officer’s compensation inis at risk or variable compensation that isand dependent upon our performance and/or long-term appreciation in the price of our Common Shares.

In 2016, we remained focused on continuing to increase our profitability and positioning the Company for long-term success. We set financial and operational goals for 2016 designed to drive our profitability with a focus for purposes of our executive compensation program on increasing our pre-tax income from operations, excluding extraordinary items (“Adjusted Pre-Tax Income”). In addition, we sought to increase the number of new contracts that we entered into and homes that we delivered and improve our customer service scores. The “Compensation Discussion and Analysis” beginning on page 2220 of this Proxy Statement describes in detail our executive compensation program and how and why the Compensation Committee determined that2019 compensation. We urge shareholders to read the “Compensation Discussion and Analysis” as well as the Summary Compensation Table and other related compensation tables on pages 41-5037 – 46 of this Proxy Statement.

Consistent with2019 Goals/Executive Compensation Program. Our principal goals for 2019 were to (1) increase our profitability (as measured by our pre-tax income from operations, excluding extraordinary items (“Adjusted Pre-Tax Income”)), new contracts and homes delivered and (2) maintain our high customer service and quality scores. Since 2012, we have annually focused on continuing to increase our profitability (as measured by Adjusted Pre-Tax Income), designed our executive compensation program in a manner intended to achieve this goal and annually increased our profitability. Based on this success and our continued focus on increasinggrowing our profitability in 2019, the Compensation Committee designed our 20162019 executive compensation program wasin a manner substantially similar in design to our 2015 program, with only a few changes. Highlights of our 2016 executive compensation program and the Compensation Committee’s decisions include:2018 program:

In addition to continuing to increase

2019 Performance. We achieved record results on numerous fronts in 2019.Highlights of our profitability in 2016, we improved our financial and operational2019 performance on a number of other key fronts, including increasing our revenue by 19%, net income by 9%, new contracts by 16%, homes delivered by 15%, average sale price of homes delivered by 4%, lots controlled by 3% and shareholders’ equity by 10%, and finishing the year with backlog units and sales value that were 18% and 20% greater than a year earlier, respectively. Our 2016 revenue, new contracts and homes delivered were Company records, and the average sales price in our backlog at December 31, 2016 was the highest level in our history.include:

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

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

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

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Proposal No. 3

ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION

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

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

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

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

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

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

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Proposal No. 4

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year endingDecember 31, 2017.2020. Deloitte & Touche LLP served as the Company’s independent registered public accounting firm for the 20162019 fiscal year. Although action by theour shareholders in this matter is not required the Audit Committee believes thatwith respect to this matter, we are seeking shareholder ratification of itsthe appointment of Deloitte & Touche LLP is appropriate because ofas the Company’s independent registered public accounting firm’s role in reviewingfirm for the quality and integrityfiscal year endingDecember 31, 2020as a matter of the Company’s internal control over financial reporting.good corporate governance. A representative of Deloitte & Touche LLP will be present at the Annual Meeting. The representative will have an opportunity to make a statement, if he or she desires, and will be available to respond to appropriate questions.

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

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

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EXECUTIVE OFFICERS AND CERTAIN KEY EMPLOYEES

The executive officers of the Company are Robert H. Schottenstein, Phillip G. Creek and J. Thomas Mason. Biographical information with respect to the executive officers is set forth under “Board of Directors” beginning on page 4 of this Proxy Statement. The executive officers are elected by, and serve at the pleasure of, the Board. The following table sets forth biographical information with respect to certain key employees of the Company:

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PRINCIPAL SHAREHOLDERS

The following table sets forth, as of March 13, 2017,16, 2020, the number and percentage of our outstanding Common Shares beneficially owned by (1) each person who, to the knowledge of the Company, beneficially owns more than five percent of the outstanding Common Shares, (2) each of the Company’s directors, nominees for director and Named Executive Officers and (3) all of the current directors and executive officers of the Company as a group.  Except as set forth in the footnotes to the table, the shareholders have sole voting and dispositive power with respect to such Common Shares:

*     Less than 1.0% of the outstanding Common Shares

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In addition to our Common Shares, on March 15, 2007, we issued 4,000,000 Depositary Shares, each representing 1/1000th of a 9.75% Series A Preferred Share of the Company (the “Preferred Shares”). On April 10, 2013, we redeemed 2,000,000 of the outstanding Depositary Shares. The Preferred Shares are not convertible into our Common Shares or any other securities and have no voting rights, except with respect to those specified matters set forth in the Company’s Amended and Restated Articles of Incorporation or as otherwise required by applicable Ohio law. Except as noted below, none of our directors, nominees for director or executive officers (including the Named Executive Officers) owned any of our Preferred Shares as of March 13, 2017.

As of March 13, 2017, Michael P. Glimcher beneficially owns 995 Depositary Shares (less than 0.1% of the outstanding Depositary Shares).

As of March 13, 2017, Robert H. Schottenstein beneficially owns 36,839 Depositary Shares (1.8% of the outstanding Depositary Shares), of which (1) 497 are held in the Irving E. Schottenstein Marital Trust 1, of which Mr. Schottenstein is one of four trustees, (2) 30,397 are held in the Irving E. Schottenstein Marital Trust 2, of which Mr. Schottenstein is one of four trustees, (3) 2,960 are held in the Irving E. Schottenstein Insurance Trust, of which Mr. Schottenstein is one of three trustees, (4) 995 are held in the Alissa Schottenstein Skip Trust, of which Mr. Schottenstein is the sole trustee, (5) 995 are held in the Joshua Schottenstein Skip Trust, of which Mr. Schottenstein is the sole trustee, and (6) 995 are held in the Leah Schottenstein Skip Trust, of which Mr. Schottenstein is the sole trustee. Mr. Schottenstein, in his capacity as a trustee of each of these trusts, has sole voting power (to the extent applicable) and sole dispositive power with respect to all such Depositary Shares and disclaims beneficial ownership of all such Depositary Shares.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) describes our executive compensation philosophy objectives and policies, the compensation ofobjectives, our Named Executive Officers for 2016Officers’ 2019 compensation and how and why the Compensation Committee (the “Committee”) determined that compensation, including the relationship between pay and performance.compensation.

Executive Summary

Compensation Objectives. Through a mix of (1) base salary, (2) annual cash performance bonus and (3) long-term equity awards, the Committee seeks to promote four primary objectives: (1) attractingto: (a) attract and retainingretain exceptional executives; (2) motivating(b) motivate our executives; (3) aligning(c) align the interests of our executives and our shareholders; and (4) rewarding short-term(d) reward performance.

2019 Goals. Our principal goals for 2019 were to (1) increase our (a) profitability (as measured by Adjusted Pre-Tax Income (as defined on page 14 and long-term performance.described in detail on page 27 of this Proxy Statement)), (b) new contracts and (c) homes delivered and (2) maintain our high customer service and quality scores.

2016 Performance2019 Executive Compensation Program. In 2016,Since 2012, we remainedhave annually focused on continuing to increase our profitability and positioning the Company for long-term success. Since the end of the homebuilding recession, we have consistently focused on these goals and delivered increasing profitability each year since 2012. We set financial and operational goals for 2016(as measured by Adjusted Pre-Tax Income), designed to drive our profitability with a focus for purposes of our executive compensation program in a manner intended to achieve this goal and annually increased our profitability. Based on increasingthis success and our Adjusted Pre-Tax Income. In addition, we soughtcontinued focus on growing our profitability in 2019, the Committee designed our 2019 executive compensation program in a manner substantially similar to increase the number of new contracts that we entered into and homes that we delivered as well as improve our customer service scores.2018 program:

2019 Performance. We achieved these goals. Our Adjusted Pre-Tax Income for 2016 was $115.2 million, an increase of $16.8 million, or 17%, from 2015. At the same time, we entered into 4,755 new contracts and delivered 4,482 homes in 2016, increases of 16% and 15%, respectively, over 2015. Both our 2016 new contracts and homes delivered were Company records. We also improved our financial and operating performancerecord results on a number of othernumerous fronts in 2016, including:

2019.Highlights of our 2019 performance include:

2016 Executive Compensation Program. As indicated above, in 2016, we remained focused on increasing our profitability. Based on this consistent focus, the Committee designed our 2016 executive compensation program in a substantially similar manner as our 2015 program with a few changes.

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The Named Executive Officers’ base salaries in 2016 remained at their 2015 levels, with the exception of Mr. Mason whose salary was increased (for the first time since 2010) from $450,000 to $500,000.

In an effort to directly align the Named Executive Officers’ compensation with our goal of increasing profitability and consistent with the previous four years, the Committee selected Adjusted Pre-Tax Income as the performance goal for the annual cash performance bonus in 2016. Under the 2016 cash performance bonus program, the Committee sought to reward the Named Executive Officers with amounts payable that were consistent with past practice for performance that achieved our budgeted levels of Adjusted Pre-Tax Income and reduce the amounts payable (compared to prior years) for performance that fell between the threshold level and our budget (especially as performance fell closer to the threshold level). To help accomplish this goal, the Committee (1) increased the threshold performance level to $25 million in 2016 from $20 million in 2015 and (2) reduced the amount payable in 2016 at the threshold performance level to $1 (i.e., no bonus would be payable if we failed to achieve the threshold level) from 20% of each Named Executive Officer’s maximum potential bonus opportunity ifAdditionally, we achieved the threshold level in 2015. We increased our Adjusted Pre-Tax Income by 17% in 2016homebuyer satisfaction ratings of 92% and exceeded our internal budget. As a result of our performance, Messrs. Schottenstein, Creek and Mason earned performance bonuses of $2,322,495, $1,105,950 and $737,300, respectively (in each case, 74% of his maximum potential bonus opportunity and an 11% increase from his 2015 cash performance bonus).

The Named Executive Officers received the same number of options in 2016 as in 2015. The Named Executive Officers also received a target number of PSU’s with the underlying Common Shares having approximately the same market value83% on the date30-day and six-month surveys, respectively, and a home readiness score of grant in 2016 as in 2015, with the exception of the PSU’s awarded to Mr. Mason. In his case, the Committee increased the market value of the Common Shares underlying the target number of PSU’s to approximately $333,000 (from approximately $200,000 in 2015)90%.

Pay-for-Performance.We are committed to a pay-for-performance philosophy and believe that mostphilosophy. As a result, a significant majority of oureach Named Executive Officers’Officer’s compensation should beis at risk or variable and dependent on our performance and/or stock price appreciation (i.e., performance-based). As a result, for 2016 (and consistent with historical levels), a significant majority of each Named Executive Officer’s compensation was performance-based. The charts below set forth the percentage of each Named Executive Officer’s 20162019 total compensation that was performance-based:

20162019 TOTAL COMPENSATION

(from Summary Compensation Table on Page 41)page 37)

Compensation Best Practices.  We incorporate a number of best practices into our executive compensation program, including:

20162019 Advisory Vote on Executive Compensation

At our 20162019 Annual Meeting of Shareholders, our shareholders approved the compensation of our Named Executive Officers, with 98%more than 96% of the shares votedvotes cast in favor of our “say-on-pay” resolution. As partSince 2011 (when we first asked our shareholders to approve our executive compensation), our annual “say-on-pay” vote has received an average of

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its annual compensation review process, the 97% support from our shareholders.  The Committee considered the results of the 20162019 “say-on-pay” vote and in lightas part of the overwhelming supportits review of our shareholders expressed last year,2020 executive compensation program. The Committee believes that our 2019 “say-on-pay” results are an affirmation of our executive compensation program. As a result, it did not make any changes to our 2020 executive compensation program as a result ofbased on the 2016 “say-on-pay”2019 vote.

Compensation Philosophy and Objectives

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

The Committee believes that the structure of our compensation program should be fundamentally the same across our entire management team. WhileAs a result, while individual compensation levels vary, the Named Executive Officers and the resteach member of our management team (including the Named Executive Officers) generally receivereceives the same components of compensation (i.e., base salary, annual cash performance bonus and long-term equity awards). In addition, the same or similar performance goals apply to their annual performance bonuses. In the annual cash performance bonuses that they are eligible to receive. For example, in 2016, each management team member’s annual cash performance bonus was based primarily on Adjusted Pre-Tax Income. The Committee believesCommittee’s view, this consistency fosters team work and a collaborative approach to managing our business,teamwork, ensures that the entire management team focuses on the same corporate goals and objectives and shares in the risks and rewards of our performance in a similar manner and reduces the likelihood of excessive risk taking.

Role of Executive Officers

Consistent with past practice, atAt the request of the Committee, our Chief Executive Officer, with the assistance of other members of senior management, made initial recommendations to the Committee regarding the 20162019 executive compensation program. Thereafter, the Committee from time to time solicited further input from the Chief Executive Officer and such other members of management. Also at the request of the Committee, the Chief Executive Officer and certain of such other members of management participated in the Committee meetings. The Committee believessought this input (1) is valuable because of the Chief Executive Officer’s close working relationship with the other Named Executive Officers and management’s comprehensive knowledge of our business, operations and financial and strategic goals and (2) helps to ensure that our executive compensation program creates incentives for the executives to achieveits decisions aligned with our financial and strategic goals. The Committee however, has solethe exclusive authority to determine all elements of executive compensation and makes all final determinations regarding such compensation.decisions.

Role of Independent Compensation Consultant

The Committee retainedengaged Pearl Meyer to serve as its independent compensation consultant for 2016.2019. Pearl Meyer’s engagement focused on: (1) reviewing our executive compensation program as a whole, each principal component and the mix of compensation; (2) analyzing competitivethe competitiveness of our executive compensation program (by pay data, including comparing (a) our Named Executive Officers’ compensation (total compensation, total annual cash compensation, each

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principal component and the mix of compensation) to the compensation of similarly-positioned executives within our Peer Group and (b) our annual cash incentive plan and long-term incentive plan practices with our Peer Group; (3) analyzing our performancein total) relative to our Peer Group with a focus(as defined on one- and three-year revenue growth and one- , three- and five-year total shareholder return;page 24 of this Proxy Statement); (3) reviewing the composition of our Peer Group; (4) advising on executive compensation trends;trends and best practices; (5) advising onanalyzing the amendmentdilution and overhang of our equity grants; and (6) reviewing our non-employee director compensation program as a whole, each principal component and the competitiveness of such compensation relative to our 2009 LTIP which our shareholders approved at the 2016 Annual Meeting of Shareholders.Peer Group. At the request of the Committee, Pearl Meyer attended certain Committee meetings relating to the 2016 executive compensation program and discussed with management the recommendations that management planned to make to the Committee regarding 20162019 compensation.

During 2016,2019, Pearl Meyer did not provide any services to us beyond its support of the Committee. The Committee assessed the independence of Pearl Meyer in 2016 as required by NYSE Rules and SEC Rules and concluded that Pearl Meyer’s work for us did not raise any conflict of interest.

Setting Executive Compensation

In the first quarter of each year, the Committee evaluates the Named Executive Officers’ performance, determines whether they will receive cash performance bonuses for the prior year and whether the PSUs for the recently completed three-year performance period have vested and establishes the compensation program for the current year.

During the course of establishing the 20162019 executive compensation program, the Committee reviewed:

•       

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The Peer Group consisted of:of the following companies:

The Committee, with input from management and Pearl Meyer, selected our Peer Group. WeThe Committee selected these companies (all of which are publicly-traded homebuilders) because we believe they are generally our chiefprincipal competitors for personnel, customers, and/orland and investment. In 2016,2019, the Peer Group remained the same as in 2015.2018, except that (1) CalAtlantic Group, Inc., which was in the Peer Group in 2018, merged with and into Lennar Corporation in February 2018 and (2) at the recommendation of Pearl Meyer, we added William Lyon Homes based on its relative size, including revenue and market capitalization, and comparable business profile.

The Committee utilized the Peer Group data to gain a general understanding of theunderstand our competitors’ compensation levels and practices of our competitors and ensure that our Named Executive Officers’executive compensation was generally consistent and competitive with the components, forms and amounts of compensation paid by our competitors (i.e., reasonable on a relative basis). The Committee however, recognizes that each companydid not benchmark our compensation, or any component thereof, to a specific percentile within theour Peer Group is unique. Therefore,Group. Instead, the Committee used the Peer Group data only as a point of reference and one of several factors considered in setting executive compensation and did not benchmark our executive compensation, or any component thereof, to a specific percentile or ranking within our Peer Group.compensation.

When setting compensation, the Committee also takes into account that the homebuilding industry is highly competitive and cyclical and our Named Executive Officers have considerable tenure with us, delivered strong results during their tenure and experience in both up and down homebuilding cycles in the homebuilding industry.and delivered strong results during their tenure. The Committee believes that this continuity of management and experience is valuable.

Components of 20162019 Executive Compensation

For 2016,2019, the principal components of our executive compensation program were:

our shareholders. We do not have a pre-established formula or target for the allocation between cash and equity-based compensation or short-termshort- and long-term compensation. Instead, the Committee annually considerssubjectively determines the mix of compensation based on input from Pearl Meyer, the Peer Group data, individual and corporate performance, each executive’s experience and responsibilities, our short-termshort- and long-term financial and strategic goals, conditions in the homebuilding industry and the general economy and our past practices. Based on this review and advice from Pearl Meyer, the Committee subjectively determines the mix of compensation. The Committee seeks a balanced mix of compensation that aligns pay with our compensation philosophy and objectives and encourages actions that will successfully deliver on both our short-term and long-term financial and strategic goals.

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Base Salary

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

When determining the Named Executive Officers’ 20162019 base salaries, the Committee considered:

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

Based on its reviewThe Committee elected not to change the Named Executive Officers’ base salaries in 2019 (which remained at $900,000, $600,000, and support from Pearl Meyer,$500,000 for Messrs. Schottenstein, Creek and Mason, respectively). The Committee determined that, while each Named Executive Officer performed well in 2016, the Committee did not change2018, no changes were necessary to achieve our compensation objectives. Messrs. Schottenstein’s and Creek’s base salaries (which were last changedincreased in 2013)2013 and increased Mr. Mason’s salary from $450,000 to $500,000. The Committee increased Mr. Mason’s salary based on hisin 2016.

In the course of its review of individual performance—noting, in particular, his performance, and role in managing and overseeing several operational functions, including our legal and human resources departments, land acquisition and development, risk management and regulatory compliance. The Committee also noted that he had not received a salary increase since 2010.

Although the Committee recognized that Messrs. Schottenstein and Creek performed well in 2015, the Committee elected to keep their base salaries unchanged for 2016. For Mr. Schottenstein, the Committee noted his overallMr. Schottenstein’s strategic leadership and his integral roleour record financial and operating results in developing and executing2018, including our operating strategy and in delivering increased profitability, homes deliveredrecord revenue, net income and new communities and improved customer service scores (i.e., our principal company goals for 2015).contracts. For Mr. Creek, the Committee noted our record financial and operating results in 2018 and his management of our capital structurebalance sheet, including the implementation of a share repurchase program and balance sheet. In 2015, we successfully issued $300the repurchase of 1.1 million of 6.75% senior notes due 2021Common Shares thereunder in 2018 and redeemed $230 million of 8.625% senior notes due 2018. Additionally, we increased our record shareholders’ equity by 10%at December 31, 2018. For Mr. Mason, the Committee noted his leadership with respect to the continued expansion of our investment in 2015.land acquisitions and development and controlled lots in 2018.

Annual Cash Performance Bonus

The annual cash performance bonus is designed to motivate our Named Executive Officers and reward them based on our achievement of one or more pre-determined, objective performance goals that are directly related to our financial and strategic goals for the year. The bonus is awarded pursuant to our shareholder-approved 2009 Annual Incentive Plan, a cash-based incentive plan designed to comply with Section 162(m) of the Code, to ensure tax deductibility. Historically and in 2016, the annual cash performance bonus opportunity has representedrepresents the most significant portion of each Named Executive Officer’s potential total compensation. The Committee believes this fosters a pay-for-performance culture builds accountability and aligns the interests ofensures that our executives andare accountable for our shareholders.performance. The Committee retains the right, under thebonus is awarded pursuant to our shareholder-approved 2009 Annual Incentive Plan, a cash-based incentive plan. Under this Plan, the Committee has the express authority to reduce the amount to be paid to a participant with respect to an award.

During the first quarter of 2016,2019, the Committee established the 20162019 annual cash performance bonus program, including (1) the performance goals and award formula to be measured to determine the bonus (if any)

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that each Named

Executive Officer would earn and (2) the maximum bonus that each Named Executive Officer would be eligible to earn. For 2016,2019, the Committee established maximum potential performance bonuses for Messrs. Schottenstein, Creek and Mason ofwere 350%, 250% and 200%, respectively, of their respective 20162019 base salaries. These are thesalaries (the same maximum percentages that have applied to them since 1999, 2006 and 2013, for Messrs. Schottenstein, Creek and Mason, respectively.respectively). The Committee subjectively determined these maximum percentagesmaximums after considering the annual performance bonus opportunities for similarly-positioned executives in our Peer Group, our past practices, the Named Executive Officer’sexecutive’s scope of responsibility (i.e., as an executive’sthe scope of responsibility increases, the proportion of compensation that is performance-based increases) and input from Pearl Meyer.

The Committee subjectively established the 20162019 performance goals and award formula based on:

The Committee subjectively established the performance goals and award formula without applying any formula or attachingdid not assign a specific weightweighting to any of these factors.

In 2016, we remained focused on increasing our profitability and positioning the Company for long-term success. Since the end of the homebuilding recession, we have consistently focused on these goals and, when the Committee was establishing the 2016 annual cash performance bonus program, we were coming off of our fourth consecutive year of increasing our profitability in 2015. Consistent with our annual cash performance bonus programs during the four-year period from 2012-2015, theThe Committee selected Adjusted Pre-Tax Income as the sole performance goal for 2016. The Committee made this selection for several reasons. First,the 2019 annual performance bonus program based on several considerations. First, our principal financial goal in 2019 remained to continue to increase our profitability (as measured by Adjusted Pre-Tax Income). Second, based on our past annual cash performance bonus programs and historical financial results, during such four-year period, the Committee believedcontinued to believe that the Adjusted Pre-Tax Income metric (1) directly focused the Named Executive Officers on our goal of increasing profitability and (2) had a demonstrated record of success as awas an effective driver of our financial results. Second,and operational performance. For each year since 2012, our principal financial goal has been to continue to increase our Adjusted Pre-Tax Income, we have annually increased our Adjusted Pre-Tax Income and Adjusted Pre-Tax Income has been the Committee noted thatsole performance goal for our annual cash performance bonus program. Third, the Adjusted Pre-Tax Income performance goalmetric focused our executives in a balanced manner on increasing revenue, increase/growth, margin expansion and expense control. Third,controlling costs and provided a clear connection between pay and performance. The Committee also believed that by achieving strong Adjusted Pre-Tax Income, we would also achieve strong operating results. Fourth, more than 75% of the companies in our Peer Group used pre-tax income as a performance metric in their annual bonus program. Finally, Pearl Meyer supported the selection of thethis metric. Finally, the selection of Adjusted Pre-Tax Income was consistent with our Peer Group (9 of the 13 companies used pre-tax income as a performance goal in their annual bonus program and 12 of the 13 companies used at least one income-based performance goal in their annual bonus program).

TheFor 2019, the Committee established threshold and maximum Adjusted Pre-Tax Income levelsgoals of $25$50 million and $155$200 million, respectively, for 2016 and designed the award formula to operate inso that each Named Executive Officer would earn 30% and 100% of his maximum bonus opportunity at the threshold and maximum performance levels, respectively. This design was substantially the same manner as 2015 with the exceptiondesign of our 2018 annual cash performance bonus program, except for three changes.

First, the Committee increased the threshold performance level from $20of Adjusted Pre-Tax Income to $50 million in 2015 to $252019 from $45 million in 2016.2018. Second, the Committee reducedincreased the maximum level of Adjusted Pre-Tax Income to $200 million in 2019 from $175 million in 2018. Finally, the Committee increased the amount payable at the threshold performance level to $1 (i.e., no30% of each Named Executive Officer’s maximum bonus would be paidopportunity. The Committee made these changes to drive performance and increase profitability relative to both 2018 and our internal budget for 2019. For example, (1) if we failed to achieveearned the threshold levelsame amount of Adjusted Pre-Tax Income). In contrast, underIncome in 2019 as in 2018, the 2015bonuses earned in 2019 would be 8% less than those earned in 2018, (2) if we achieved our budgeted Adjusted Pre-Tax Income for 2019 ($150 million), the bonuses earned in 2019 would be 5% less than those earned in 2018 and (3) we needed to increase our Adjusted Pre-Tax Income by 6% in 2019 for the Named Executive Officers to earn the same percentage bonuses in 2019 that they earned in 2018. While the Committee was focused on driving profitability, it was also mindful that, during the second half of 2018, the homebuilding industry generally experienced a softening in demand as a result of higher home prices and interest rates, and there was some uncertainty as to how long these conditions would persist.

Consistent with the previous three annual cash performance bonus program, each Named Executive Officer was entitled to receive 20% of his maximum potential bonus opportunity if we achieved the threshold performance goal. Third, whileprograms, the Committee historically (including in 2015) has designedstructured the award formula so that the amount earned

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increased proportionately for performance that fell between the threshold and maximum performance levels, the Committee designed the 20162019 award formula so that the amount earned for performanceAdjusted Pre-Tax Income that (1) fell between (a) the threshold performance level$50 million and (b) $150

million (our 2019 budgeted Adjusted Pre-Tax Income of $105 millionIncome) increased proportionately and (2) fell between (a) Adjusted Pre-Tax Income of $105$150 million and (b) the maximum performance level$200 million increased proportionately. The Committee made these changesincorporated this leveraged design feature to incentivizefurther drive performance relative to our Named Executive Officers to help us achieve Adjusted Pre-Tax Income of $105 million (which approximated our 2016 budgeted Adjusted Pre-Tax Income)budget and further leverage the design of the bonus program. The Committee sought to reward the Named Executive Officers with amounts payable that were consistent with past practice for performance that achievedexceeded our budgeted levels of Adjusted Pre-Tax Income and reduce the amounts payable (compared to prior years) for performance that fell between the threshold level and our internal budget (especially as performance fell closer to the threshold level).expectations.

To foster team workteamwork and cohesion, the Committee continued to align the payout opportunities for the executivesNamed Executive Officers so that each would earn the same percentage of his maximum performance bonus opportunity at all performance levels.

The following table sets forth the amount that each Named Executive Officer was eligible to earn based on our achievement of the threshold and maximum performance levels and the actual amount earned based on our 20162019 performance:

Adjusted Pre-Tax Income Performance Goal⁽¹⁾

In 2016,2019, we achieved Adjusted Pre-Tax Income of $115.2$169.9 million, an increase of $16.8$22.8 million, or 17%15%, from 2015.2018. As a result, of our performance, Messrs. Schottenstein, Creek and Mason earned performance bonuses of $2,322,495, $1,105,950$2,562,210, $1,220,100 and $737,300,$813,400, respectively. In each case, the bonus represented 74%81% of his maximum potential performance bonus opportunityopportunity. After considering these results and an 11% increase from his 2015 annualour overall 2019 performance, bonus. When reviewing and certifying these bonuses, the Committee noted (1)believes that we materially increased our Adjusted Pre-Tax Income in 2016 and thereby satisfied our principal company goalthe 2019 bonus program was an effective driver of increasing our profitability, (2) our overall performance in 2016 (including Company record levels of revenue, new contracts and homes delivered) and (3) the annual performance bonuses earned by similarly-positioned executivesgrowth in our Peer Group.profitability.

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Equity-Based Compensation

Our equity-based compensation is designed to motivate and reward long-term performance, align the interests of our Named Executive Officers and our shareholders, promote retention and balance short-term financial goals with long-term operating decisions with short-term financial goals.decisions. To accomplishachieve these objectives, the Committee has, since 2014, annually grantedgrants our Named Executive Officers equity-based compensation in the form of (1) service-based stock options and (2) PSU’s.PSUs. As a result, 100% of each Named Executive Officer’s equity-based compensation is dependent on our long-term performance or stock price appreciation before any value is realized.

When determining2019 Awards.  The Committee subjectively determined the number of stock options and the target number of PSU’sPSUs to grant to the Named Executive Officers in 2016, the Committee considered:

2019 based on:

Taking this information into account, theThe Committee subjectively determined the number of options and target number of PSU’s to grant to each Named Executive Officer without applying a formula or attachingdid not assign a specific weightweighting to any of thethese factors. In 2016, the Committee awarded the Named Executive Officers the same number of options and a target number of PSU’s with the underlying Common Shares having approximately the same fair market value on the date of grant as in 2015 and 2014, except in the case of the PSU’s granted to Mr. Mason (as discussed below). While the Committee noted that the aggregate value of the long-term compensation awarded to our Named Executive Officers ranked in the bottom quartile of our Peer Group, the Committee continued to believe that the value awarded was appropriate, fair and reasonable in the context of our overall compensation program and consistent with our compensation objectives.

Stock Options. In February 2016,2019, the Committee awarded Messrs. Schottenstein, Creek and Mason stock options to purchase 82,500,96,000, 55,000 and 27,500 Common Shares, respectively. These awards represented the same number of service-based stock options that the Named Executive Officers have received in 2018. The Committee last increased the number of options annually since 2013. Consistent with past option awards, the 2016awarded to Messrs. Schottenstein, Creek and Mason in 2018, 2013 and 2013, respectively. The 2019 options vest and become exercisable in 20% increments on December 31, 2016, 2017, 2018, 2019 and 2020,the first five anniversaries of the date of grant, subject to the Named Executive Officer’s continued employment on the applicable vesting date, and expire ten years after the date of grant.

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

PSU’sPSUs. In February 2016,2019, the Committee awarded Messrs. Schottenstein, Creek and Mason 35,608, 23,73827,154, 14,482 and 19,76212,056 target number of PSU’sPSUs, respectively, with the underlying Common Shares having a respective aggregate market value on the

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grant date of approximately $600,000,$750,000, $400,000 and $333,000 respectively (the “2016-2018 PSU’s”“2019-2021 PSUs”). In theeach case, of Messrs. Schottenstein and Creek, this aggregate grant date market value representedwas approximately the same grant date market value as the Common Shares underlying the target number of PSU’s awarded to such Named Executive Officer in each of 2015 (the “2015-2017 PSU’s”) and 2014 (the “2014-2016 PSU’s”) (when the Committee first awarded PSU’s). In the case of Mr. Mason, the Committee increased theaggregate grant date market value of the Common Shares underlying the target number of 2016-2018 PSU’sPSUs awarded to approximately $333,000 (from approximately $200,000such Named Executive Officer in each2018. The Committee last increased the aggregate grant date market value of 2015the Common Shares underlying the target number of PSUs annually awarded to Messrs. Schottenstein, Creek and 2014) for the same reasons that the Committee increased his base salaryMason in 2016.2018, 2014 and 2016, respectively.

The actual number of 2016-2018 PSU’s2019-2021 PSUs that will vest and be earned (if any) by each Named Executive Officer will be based (1) 80% on our cumulative annual Adjusted Pre-Tax Income (the “2016-2018“2019-2021 Adjusted Pre-Tax Income Performance Goal”) over the three-year performance period commencing on January 1, 20162019 and ending on December 31, 20182021 (the “2016-2018“2019-2021 Performance Period”) and (2) 20% on our relative total shareholder return compared to our Peer Group (the “2016-2018“2019-2021 Relative TSR Performance Goal”) over the 2016-20182019-2021 Performance Period, and on continued employment. For each performance goal, the Committee established threshold, target and maximum performance levels and the 2016-2018 PSU’s2019-2021 PSUs will vest, if at all, after completion of the 2016-20182019-2021 Performance Period, based upon our actual level of satisfactionachievement of such performance goal, at the following percentage levels of the target number of 2016-2018 PSU’s2019-2021 PSUs allocated to such performance goal:

Additionally, the Named Executive Officer must remain employed by us through the end of the 2016-20182019-2021 Performance Period for the 2016-2018 PSU’s2019-2021 PSUs to vest and be earned, except in the case of termination due to death, disability or retirement or involuntary termination without cause by us. Any vested 2016-2018 PSU’s2019-2021 PSUs will be settled on a one-for-one one-for-on

basis in Common Shares. Any 2016-2018 PSU’s2019-2021 PSUs that do not vest will be forfeited. The 2016-2018 PSU’s2019-2021 PSUs have no dividend or voting rights.

The Committee selected Adjusted Pre-Tax Income as the primary performance goal (weighted 80%) for the 2016-2018 PSU’s for generally the same reasons that it selected Adjusted Pre-Tax Income as the primary performance goal for the 2015-2017 PSU’s and the 2014-2016 PSU’s and as the performance goal for the 2016 annual cash performance bonus program. In particular, the Committee noted that the Adjusted Pre-Tax Incomebecause this metric (1) is a key metric in our internal, long-term financial and strategic plan, for measuring our performance as we remain focused on increasing our profitability in both the short-term and long-term, (2) provides a balanced approach to focusing our executives on achieving our long-term objectives and maximizing performance and (3) is consistent with the long-term incentive plan practices of companies in our Peer Group.

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The Committee subjectively established the threshold, target and maximum performance levels for the 2016-2018 Adjusted Pre-Tax Income Performance Goal based on our projections and strategic plan covering the 2016-20182019-2021 Performance Period and current and expected homebuilding industry conditions, our expectations for homebuilding industry conditions over the period and input from Pearl Meyer. conditions.

The target level approximates our projected cumulative annual Adjusted Pre-Tax Income for the 2016-20182019-2021 Performance Period andPeriod. It was designed to be reasonably achievable and provide a meaningful opportunity for reward with strong management performance that is consistent with our expectations but requires our average annual Adjusted Pre-Tax Income for the 2016-20182019-2021 Performance Period to materially exceed our 20152018 Adjusted Pre-Tax Income ($98.4147.1 million). The maximum performance level was set at 112%approximately 115% of the target level and was designed to incentivize and reward superior performance that materially exceeds our expectations and is measurably more difficult to achieve than the target level.performance. The threshold performance level was set at 88%approximately 81% of the target level and was designed to provide a reasonable vesting opportunity if our average annual Adjusted Pre-Tax Incomeperformance falls short of the target but remains generally consistent with historical performance over the past few years.

Historically, the threshold and maximum levels have generally been set at approximately 90% and 110% of the target level, but significantly exceeds our 2015 Adjusted Pre-Tax Income.respectively. When the Committee established the 2019 performance levels, it took into account that, during the second half of 2018, the homebuilding industry generally experienced a softening in demand as a result of higher home prices and interest rates, and there was some uncertainty as to how long these conditions would persist. As a result of this uncertainty, the Committee, in 2019, (1) reduced the threshold level (to 81% of target) to provide a reasonable amount of downside protection against a continued downturn in industry conditions and (2) increased the maximum level (to 115% of target) to require significant outperformance relative to budget to realize the maximum vesting level.

Consistent with prior years, theThe Committee selected relative total shareholder return as the secondary performance goal (weighted 20%) for the 2016-2018 PSU’s because this metric (1) provides an external performance perspective, (2) assesses performance on a relative basis, (3) helps reward the Named Executive Officers for decisions that cannot be fully captured in financial metrics measured over a finite period, (4) directly aligns the interests of our executives and our shareholders by measuring performance based on changes in our share price, (2) assesses performance relative to our Peer Group and (5)(3) is consistent with the long-term incentive plan practices of our Peer Group. Relative total shareholder return will be calculated based on changes in the market price of our Common Shares (plus dividends paid on the Common Shares (if any)) over the 2016-20182019-2021 Performance Period compared againstto each company in our Peer Group. Subject to Section 162(m) of the Code,Consistent with past practice, the Committee hasset the authority to make certain changes tothreshold, target and maximum performance levels at the Peer Group over the 2016-2018 Performance Period to account for material changes in the business of any25th, 50th and 75th percentiles of the Peer Group, companies.

Under the 2016-2018 Relative TSR Performance Goal, the Committee set (1) the threshold performance level at the 25th percentile of the Peer Group, (2) the target performance level at the 50th percentile of the Peer Group and (3) the maximum performance level at the 75th percentile of the Peer Group.respectively. The Committee subjectively selectedestablished these performance levels based upon input from Pearl Meyer andtaking into consideration our past practices, market practices for a relative total shareholder return performance metric.metric and input from Pearl Meyer.

The Committee has awarded the Named Executive OfficersResults/Payment for 2017-2019 PSU’s with a three-year performance period annually since 2014 and presently intends to continue such annual awards. Given the PSU’s three-year performance periods and the cyclical nature of the homebuilding industry, the Committee recognizes that setting the target performance levels for such awards is subject to inherent uncertainty. The Committee designed the PSU awards to have overlapping performance periods to mitigate the risk created by this uncertainty by providing it with the flexibility to appropriately reflect the conditions in the homebuilding industry at the time the targets are set.

. As described in our 20152018 Proxy Statement, in February 2014,2017, the Committee awarded Messrs. Schottenstein, Creek and Mason 25,220, 16,81325,706, 17,137 and 8,40614,267 target number of 2014-2016 PSU’s, respectively.PSUs, respectively (the “2017-2019 PSUs”). Pursuant to the 2014-2016 PSU’s,2017-2019 PSUs, each Named Executive Officer was entitled to a grant of our Common Shares ranging from 0% to 150% of his target number of 2014-2016 PSU’s2017-2019 PSUs based (1) 80% on our cumulative annual Adjusted Pre-Tax Income (the “2014-2016 Adjusted Pre-Tax Income Performance Goal”) over the three-year performance period commencing on January 1, 20142017 and ending on December 31, 20162019 (the “2014-2016“2017-2019 Performance Period”) and (2) 20% on our relative total shareholder return compared to our 2014-20162017-2019 PSU Peer Group (as defined below) over the 2014-20162017-2019 Performance Period, (the “2014-2016 Relative TSR Performance Goal”), and on continued employment.

At the time of grant of the 2017-2019 PSUs, the Committee established threshold, target and maximum performance levels for each performance goal. The Committee structured the 2014-2016 PSU’s such that the actual number of2014-2016 PSU’s PSUs that would vest and Common Shares that would be earned by each Named Executive Officer would be equal to (1) 50% of his target number of 2014-2016 PSU’s if we achieved the threshold performance

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levelslevel for both performance goals, (2) 100% of suchhis target number if we achieved the target performance levelslevel for both performance goals, (3) 150% of suchhis target number if we achieved the maximum performance levelslevel for both performance goals and (4) zero if we failed to meetachieve the threshold performance levelslevel for both performance goals (with the percentage vesting increasing proportionately between performance levels based on our actual performance). The same threshold, target and maximum performance levels applied to each Named Executive Officer.

The following table sets forth the threshold, target and maximum performance levels for each performance goal for the 2014-2016 PSU’s2017-2019 PSUs and our actual results with respect to such goals:

2014—20162017-2019 PSU Award Results

For the 2014-20162017-2019 Performance Period, (1) we achieved cumulative annual Adjusted Pre-Tax Income of $286.8$453.5 million (which exceeded the target and maximum performance levels by 27% and 6%, respectively) and (2) our relative total shareholder return ranked in the 75th49th percentile of the 2014-20162017-2019 Peer Group. Based on these results, the Committee certified a vesting level of 150%116% of each Named Executive Officer’s target number of 2014-2016 PSU’s2017-2019 PSUs and approved grants of 37,830, 25,21929,789, 19,859 and 12,60916,533 Common Shares to Messrs. Schottenstein, Creek and Mason, respectively.

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Equity Grant Practices. The Committee grants all equity-based awards (including awards to our non-employee directors) pursuant to the 20092018 LTIP. Except in the case of grants for new hires (which may beare generally made at the first Committee meeting following the hiring date), the Committee grants all stock options and PSU’sPSUs at its first regularly scheduled Committee meeting of the year (typically in February). Our Board generally establishes the date of this meeting many months in advance, and the meeting follows our release of earnings for the prior year. We do not have any program, plan or practice to time the grant of equity-based awards with the release of material non-public information. All stock options are awarded at the closing price of our Common Shares on the NYSE on the date of grant (i.e., the date the Committee approves the grant).

Benefits and Perquisites

Employee Benefits. We provide all of our employees, includingIn 2019, we provided our Named Executive Officers with the opportunityfollowing benefits and perquisites (in addition to save for retirement through our defined contribution 401(k) Profit Sharing Plan (the “401(k) Plan”)those received by all employees in general). We have also historically elected to make an annual profit sharing contribution to the 401(k) Plan on behalf of all employees. The 401(k) Plan limits the amount of a participant’s annual compensation that is eligible for profit sharing to $50,000. For 2016, the Company contribution made on behalf of each Named Executive Officer was $1,938. Our Named Executive Officers, participatealong with certain other members of management, receive a monthly automobile allowance (with the amount based on position). For security and efficiency reasons, we allow our Chief Executive Officer to use our corporate airplane for personal use. The Committee reviews the extent of personalusage on a quarterly basis and retains the authority to discontinue such usage at any time. Mr. Schottenstein was assessed income for all personal use of the plane in 2019 in accordance with the applicable Internal Revenue Service regulations. The amount shown in the 401(k) Plan onSummary Compensation Table represents the same terms as our other employees.

In an effortincremental cost to maintain a healthy workforce, we provide all employees, including our Named Executive Officers, withus for his personal use of the opportunity to participate in various health and welfare benefit programs, including medical, dental, vision, life and short-term disability insurance. We share the cost of these programs with our employees and provide benefits at competitive market levels to help attract and retain employees. Our Named Executive Officers participate in these programs on the same terms as our other employees.plane.

We also maintain a $1.0 million supplemental split-dollar life insurance policy for Mr. Creek. Under this arrangement, we have an obligation to pay a portion of the premium and he has an obligation to pay the balance of the premium.balance. In addition to paying our portion of the premium, we pay his portion and reimburse him for the taxes he incurs with respect toas a result of our payment of his portion. Prior to 2002, we provided this benefit to each of our executive officers for competitive reasons.officers. Since 2002, we have not provided this benefit to any of our new executive officers and have continued (on the same terms without any material modification) only those split-dollar policies that were in effect for our executive officers at the time of the adoption of the Sarbanes-Oxley Act of 2002 and that have not otherwise been surrendered and terminated.

Perquisites. In 2016, we provided our Named Executive Officers with the following perquisites. The Named Executive Officers, along with certain other members of management, received a monthly automobile allowance. The amount of the allowance is based on position. In the first quarter of 2016, we acquired a corporate airplane for transporting our executives, as well as other key employees, among our 15 operating divisions and other business-related travel destinations. Consistent with our past practice when we previously owned a corporate airplane, for security and efficiency reasons, our Chief Executive Officer is permitted to use the plane for personal use. The Committee reviews the extent of personal usage on a quarterly basis and retains the authority to discontinue such usage at any time. Mr. Schottenstein was assessed income for all personal use of the plane in accordance with the applicable Internal Revenue Service regulations. The amount shown in the Summary Compensation Table represents the incremental cost to us for Mr. Schottenstein’s personal use of the plane (as opposed to the income he was assessed).

Payments in Connection with Termination of Employment or Change in Control

Due to the significant tenure of our Named Executive Officers, weWe do not have employment or severance agreements with them,any of our Named Executive Officers, other than the change in control agreements described below (the “Change in Control“CIC Agreements”). As a result, we are not obligated to pay any severance or other enhanced benefits to our Named Executive Officers upon termination of employment or a change in control, except, under certain circumstances, for the benefits

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provided under the Change in ControlCIC Agreements, our equity compensation plans and our annual performance bonus plan under certain circumstances.plan. The Committee believes these benefits are generally consistent with market practice within our Peer Group, help us attract and retain exceptional executives and, in the case of change in control benefits pursuant to the CIC Agreements, align executive and shareholder interests by enabling the Named Executive Officersexecutives to pursue corporate transactions without a concern for job security.

Change in ControlCIC Agreements. We are a party to a Change in ControlCIC Agreement with each Named Executive Officer. The CIC Agreements are identical in all respects, except for the amounts payable thereunder, and remain in effect for so long as we employ the applicable Named Executive Officer is employed by us or until we mutually agree to terminate his CIC Agreement.

As previously reported, the Committee determined that it was in our best interests to enter into the Change in ControlCIC Agreements in 2008 based on several considerations, including to: (1) serve as a retention tool and incentivize the Named Executive Officers to continue focusing on our business in the event of a potential change in control transaction; (2) focus the Named Executive Officers on leading our business through the then ongoing, severe recession in the homebuilding industry; (3) ensure the Named Executive Officers pursue business alternatives that maximize shareholder value without a concern for job security; and (4) ensure our compensation practices remained competitive.

Because the Change in ControlThe CIC Agreements provide the Named Executive Officers with a level of financial protection only upon a loss of employment in connection with a change in control they require(i.e., a “double trigger.”trigger”). Under the CIC Agreements, if (1) we terminate a Named Executive Officer’s employment without cause within six months prior to, or twenty-four months after, a change in control or (2) a Named Executive Officer terminates his employment for good reason within twenty-four months after a change in control, such Named Executive Officer will be entitled to:

compensation for such performance period. In the case of a change in control of M/I Homes, each outstanding award under the 2009 Annual Incentive Plan will be deemed earned and payable at its “target” level.

For more information concerning the Named Executive Officers’ rights (including quantification of the amounts that would be payable) under the Change in Control Agreements, the 1993 Plan, the 2009 LTIP and the 2009 Annual Incentive Plan upon termination of employment or a change in control, see the “Potential Payments Upon Termination of Employment or Change in Control” section on page 4642 of this Proxy Statement.

Deferred Compensation Plan

The Named Executive Officers may elect to defer payment of all or part of their annual cash performance bonus (if any) to a later date under our Executives’ Deferred Compensation Plan. The deferred amount is allocated to the Named Executive Officer’s deferred compensation account, where the deferred amount is converted into that number of whole phantom stock units determined by dividing the deferred amount by the closing price of our Common Shares on the NYSE on the date of such conversion (which is the same day the bonus is paid and the allocation is made). Each executive’s deferred compensation account is credited in an amount equal to any cash dividends paid on our Common Shares based on the phantom stock units then held by the executive at the time the cash dividends are declared.executive. The amount so credited for dividends is also converted into phantom stock units. Subject to Section 409A of the Code, the phantom stock units held by a Named Executive Officer are distributed in the form of whole Common Shares within 60 days of the earlier of the date specified by the Named Executive Officer in his deferral notice for the applicable plan year or the date his employment terminates for any reason other than retirement or, in certain cases, disability (in which case, the date set forth in his deferral notice applies), except that, in the event of a change in control of M/I Homes, the phantom stock units are distributed in whole Common Shares within 60 days of the date of the change in control if an executive has so elected in his deferral notice. We make no contributions under the Executives’ Deferred Compensation Plan (matching or otherwise), and the future payment obligations under the Plan are our general unsecured obligations.

The Committee believes that, by encouraging ownership of our Common Shares, the Executives’ Deferred Compensation Plan further aligns the interests of our Named Executive Officers and our shareholders. None of the Named Executive Officers elected to defer any portion of the bonus he received in 2017 related to our 2016 performance. Additionalhis 2019 bonus. For more information related toconcerning the Named Executive Officers’ participation in the Executives’ Deferred Compensation Plan and their respective aggregate account balances thereunder as of December 31, 2016 are set forth in2019, see the Nonqualified Deferred Compensation table on page 4541 of this Proxy Statement.

Share Ownership Guidelines

We do not require our Named Executive Officers to own a minimum number of our Common Shares. However, we encourage our Named Executive Officers to own our Common Shares by making equity-based compensation is a significant percentage of their total compensation, and providing them withas of the opportunity to defer payment of all or part of their annual cash performance bonusRecord Date, Messrs. Schottenstein, Creek and receiveMason beneficially owned 576,964, 119,892 and 36,596 Common Shares, in lieu thereof at a future date underrespectively. For more information concerning the Executives’ Deferred Compensation Plan.

Anti-Hedging/Pledging

To further align the interestsNamed Executive Officers’ beneficial ownership of our Common Shares, see the “Principal Shareholders” section on page 18 of this Proxy Statement.

Anti-Hedging/Pledging

Our officers (including the Named Executive OfficersOfficers), directors and our shareholders, underemployees are subject to our Insider Trading Policy. This Policy sets forth rules governing transactions in our securities and the handling of confidential information. The Policy prohibits certain transactions which we prohibitbelieve create a heightened risk and/or the appearance of inappropriate conduct, including the purchase of financial instruments or other transactions that hedge or offset (or are designed to hedge or offset) a decrease in market value of our executivessecurities. Specifically, the Policy prohibits our officers (including the Named Executive Officers), directors and employees from (1) engaging in hedging or monetization transactions, including prepaid variable forward contracts, equity swaps, collars and exchange funds, (2) buying or selling publicly traded-options, including put options, call options orand other derivative

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securities, related to our Common Shares or(3) engaging in short sales, or hedging transactions (among other transactions). Under our Insider Trading Policy, we also prohibit our executives from(4) holding our Common Sharessecurities in a margin account orand (5) pledging Common Sharessecurities as collateral for a loan.loan, in each case with respect to our securities. These prohibitions apply to securities acquired by an officer, director or employee as part of his or her compensation and securities otherwise held by him or her. The prohibitions also apply to the family members of an officer, director or employee (and any other persons) who reside in the officer’s, director’s or employee’s household as well as any family members whose transactions are directed by, or subject to the influence or control of, such officer, director or employee.

Tax Implications

Section 162(m) of the Code generally prohibits a public company from deducting compensation paid to its principal executive officer and three other most highly compensated executive officers (other than the principal financial officer)certain covered employees (including our Named Executive Officers) in excess of $1 million in any fiscaltaxable year. CompensationPrior to the passage of The Tax Cuts and Jobs Act (the “TCJA”) in December 2017, compensation that qualifiesqualified as “performance-based” isperformance-based compensation under Section 162(m) could be excluded from thethis $1 million limit. Thelimit and the Committee considershad historically considered the deductibility of our executive compensation under Section 162(m) and structuresgenerally structured the annual cash performance bonus and our equity-based compensation in a manner intended to qualify for the “performance-based” exemption underas performance-based compensation.

The TCJA substantially modified Section 162(m). However, and, among other things, repealed the performance-based compensation exemption for taxable years beginning after December 31, 2017. The TCJA provides limited transition relief for certain compensation paid pursuant to a written binding contract which was in effect on November 2, 2017 and has not been materially modified. Due to the uncertainty of the application of Section 162(m) as a result of the TCJA (including this limited transition relief), there can be no assurance that these awards will meethistorical compensation intended to satisfy the Section 162(m)performance-based requirements for deductibility. To maintain flexibility, theexemption will be deductible. The Committee may awardremains committed to paying performance-based compensation. However, compensation that doesawarded to our executive officers in 2019 (and future years) in excess of $1 million generally will not meet the requirementsbe deductible (regardless of Section 162(m) if, in its judgment,whether all or a portion of such compensationexcess is necessary to achieve our compensation objectives and in our and our shareholders’ best interests.performance-based compensation).

Looking Forward—20172020 Compensation

After reviewing our executive compensation program and data provided by Pearl Meyer, consulting with Pearl Meyer and receiving input from our Chief Executive Officer and certain other members of management, in the first quarter of this year, the Committee established our 20172020 executive compensation program. The 20172020 program is substantially similar in design and components to our 20162019 program. At the recommendation of Pearl Meyer, the Committee added LGI Homes, Inc. and Tri Pointe Group,Century Communities, Inc. to our Peer Group for 2017 (including for purposes of the 2017 PSU’s)2020 based on theirits relative size.size, including revenue and market capitalization, and comparable business profile. Set forth below is a summary of the principal components of the 20172020 executive compensation program.

Base Salary.The Committee increased the base salaries of Messrs. Schottenstein and Creek from $900,000 to $1,000,000 and $600,000 to $650,000, respectively, and did not change Mr. Mason’s base salary ($500,000). The Committee increased Messrs. Schottenstein’s and Creek’s base salaries for Messrs. Schottenstein, Creekbased on our corporate and Mason remain at $900,000, $600,000,their individual performance in 2019 and $500,000 respectively.the base salaries of similarly-situated executives in our Peer Group and noted that neither had received a salary increase since 2013.

Annual Performance Bonus. Each Named Executive Officer is eligible to receive an annual cash performance bonus that is based on our 20172020 Adjusted Pre-Tax Income. The maximum cash performance bonuses that Messrs. Schottenstein, Creek and Mason may receive for 20172020 are 350%, 250% and 200%, respectively, of their respective 20172020 base salaries (the same maximum percentages that applied in 2016)2019).

Equity-Based Compensation. In February 2017,2020, the Committee awarded Messrs. Schottenstein, Creek and Mason stock options to purchase 82,500,100,000, 55,000 and 27,500 Common Shares, respectively, which, in eachrespectively. In the case of Messrs. Creek and Mason, this represents the same number of service-based stock options that hethey received in 2016. Consistent with past2019. In the case of Mr. Schottenstein, the Committee increased the number of service-based stock option awards, theseoptions by 4,000 (4%) based on the value of his long-term equity-based compensation ranking in the bottom quartile for chief executive officers in our Peer Group. The options vest and become exercisable in 20% increments on December 31, 2017, 2018, 2019, 2020 and 2021,the first five anniversaries of the date of grant, subject to the Named Executive Officer’s continued employment on the applicable vesting date.

In addition,February 2020, the Committee also awarded Messrs. Schottenstein, Creek and Mason 25,706, 17,13723,679, 14,207 and 14,2677,885 target number of PSU’sPSUs, respectively, with the underlying Common Shares having a respective aggregate market value on the date of grant of approximately $1,000,000, $600,000 $400,000 and $333,000, respectively.$333,000. In eachthe case thisof Messrs. Schottenstein and Creek, the Committee increased the aggregate grant date market value represented approximatelyof the sameCommon Shares underlying their target 2020 PSU awards by $250,000 (33%) and $200,000 (50%), respectively. The Committee increased these awards based on the value of their respective long-term equity-based compensation ranking in the bottom quartile for similarly-situated executives in our Peer Group. In the case of Mr. Mason, this aggregate grant date market value was approximately the same as the aggregate grant date market value of the Common Shares underlying the target number of 2016-2018 PSU’sPSUs awarded to such Named Executive Officerhim in 2016. 2019.

The PSU’sPSUs will vest and be earned, if at all, after the completion of the performance period, which is the three-year period commencing on January 1, 20172020 and ending on December 31, 2019,2022, based (1) 80% on our cumulative annual Adjusted Pre-Tax Income and (2) 20% on our relative total shareholder return compared to our Peer Group over the

performance period, and on continued employment. The actual number of PSU’sPSUs that will vest and be earned by each Named Executive Officer may be increased by up to 50% (from the target number) if we achieve the maximum performance levels

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level for both of the performance goals and be decreased to zero if we fail to meetachieve the threshold performance levelslevel for both of the performance goals. If we achieve the threshold performance levelslevel for both of the performance goals, 50% of each Named Executive Officer’s target number of PSU’sPSUs will vest and be earned. The percentage of the target number of PSU’sPSUs that will vest and be earned for performance between (1) the threshold and target performance levels will increase proportionately from 50% to 100% based on our actual performance and (2) the target and maximum performance levels will increase proportionately from 100% to 150% based on our actual performance. The same minimum,threshold, target and maximum performance levels apply to each Named Executive Officer. The vested PSU’sPSUs will be settled on a one-for-one basis in whole Common Shares. The PSU’sPSUs have no dividend or voting rights. Any portion of the PSU’sPSUs that do not vest will be forfeited.

COMPENSATION COMMITTEE REPORT

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board (and the Board approved) that the Compensation Discussion and Analysis be included in this Proxy Statement and the Company’s 20162019 Form 10-K.10-K.

Compensation Committee:

Friedrich K. M. Böhm (Chairman)

Michael P. Glimcher

Norman L. Traeger

Sharen Jester Turney

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COMPENSATION OF EXECUTIVE OFFICERS

Summary Compensation Table for 20162019

The following table summarizes the total compensation for the fiscal years endedDecember 31, 2016, 20152019, 2018 and 20142017 for the Company’s Chief Executive Officer, Chief Financial Officer and Chief Legal Officer during the 20162019 fiscal year: