Lennar Corp DEF 14A, filed Feb 29, 2024

Lennar Corp (LEN)

DEF 14A 2024-02-29 For: 2024-04-10

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Added on June 12, 2026

About this DEF 14A

Lennar Corp filed this DEF 14A on February 29, 2024.

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☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under §240.14a-12



☒		No fee required.

☐		Fee paid previously with preliminary materials.

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



PROXY SUMMARY			1

PROPOSAL 1: ELECTION OF DIRECTORS			8

CORPORATE GOVERNANCE			16

Board Independence			16

Board Leadership Structure			16

Filling Seats on the Board			16

Board Committees			17

Risk Management			19

Corporate Governance Documents			20

Meetings			20

Communication with the Board of Directors			20

Certain Relationships and Related Transactions			21

Sustainability at Lennar			21

Director Compensation			25

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION			28

COMPENSATION DISCUSSION AND ANALYSIS			29

COMPENSATION COMMITTEE REPORT			49

EXECUTIVE COMPENSATION			50

Summary Compensation Table			50

Grants of Plan-Based Awards			51

Outstanding Equity Awards at Fiscal Year-End			53

Option Exercises and Stock Vested			54

Potential Payments upon Termination after Change in Control			54

CEO Pay Ratio			57

Pay Versus Performance Disclosure			58

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS			64

AUDIT COMMITTEE REPORT			66

PROPOSAL 4: APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION			67

PROPOSAL 5: STOCKHOLDER PROPOSAL ON POLITICAL SPENDING DISCLOSURE			68

PROPOSAL 6: STOCKHOLDER PROPOSAL ON LGBTQ EQUITY AND INCLUSION DISCLOSURES			71

PROPOSAL 7: STOCKHOLDER PROPOSAL ON REDUCING GREENHOUSE GAS EMISSIONS			74

SECURITY OWNERSHIP			77

Security Ownership of Officers and Directors			77

Security Ownership of Principal Stockholders			78

OTHER MATTERS			79

EXHIBIT A: CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION OF LENNAR CORPORATION			A-1


		For more information	Board’s recommendation

Proposal 1	To elect 11 directors to serve until the 2025 Annual Meeting of Stockholders.	Page 8	FOR all nominees

Proposal 2	To approve, on an advisory basis, the compensation of our named executive officers, which we refer to as “say-on-pay.”	Page 28	FOR

Proposal 3	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending November 30, 2024.	Page 64	FOR

Proposal 4	To approve an amendment to our Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law.	Page 67	FOR

Proposal 5	To vote on a stockholder proposal requesting a report disclosing the Company’s political spending and related policies and procedures.	Page 68	AGAINST

Proposal 6	To vote on a stockholder proposal requesting a report disclosing the Company’s LGBTQ equity and inclusion efforts in its human capital management strategy.	Page 71	AGAINST

Proposal 7	Vote on a stockholder proposal requesting a report on the Company’s plans to reduce greenhouse gas emissions.	Page 74	AGAINST


				Current Committee Memberships

Director Nominee	Independent	Director Since	Audit	Compensation	Nominating & Corporate Governance	Executive	Independent Directors Transactions

Amy Banse		2021

Theron (Tig) Gilliam		2010

Sherrill W. Hudson		2008

Jonathan M. Jaffe		2018 ⁽¹⁾

Sidney Lapidus		1997

Teri P. McClure		2013

Stuart Miller ⁽²⁾		1990

Armando Olivera		2015

Dacona Smith⁽³⁾		2023

Jeffrey Sonnenfeld		2005

Serena Wolfe⁽⁴⁾		2023

Meetings in fiscal 2023			9	5	4	0	0



Annual Meeting of Stockholders

		When: Wednesday, April 10, 2024 11:00 AM Eastern Time Where: Virtual Meeting Site: www.virtualshareholdermeeting.com/LEN2024 The Annual Meeting will be held in a virtual format only. There will not be a physical meeting location. To attend, vote, and submit questions during the Annual Meeting visit www.virtualshareholdermeeting.com/LEN2024 and enter the control number included in your Notice Regarding the Availability of Proxy Materials, voting instruction form, or proxy card. Online access to the webcast will open approximately 15 minutes prior to the start of the Annual Meeting.


What Stockholders Said:		Action We Took:

The short-term cash incentive bonus opportunity for our Co-CEOs, which is a profit-sharing arrangement based on a percentage of Pretax Income subject to a capital charge, should be reduced.		• We reduced the Pretax Income (as defined in the Compensation Discussion and Analysis section of this proxy statement) profit-sharing percentage from 0.58% to 0.20% for Mr. Miller, and from 0.51% to 0.15% for Messrs. Jaffe and Beckwitt (though we note that in connection with Mr. Beckwitt’s retirement, Mr. Beckwitt was not eligible to receive any cash bonuses relating to the fiscal year 2023). • This decreases the total short-term incentive bonus payable to each executive, while still incentivizing growth in Pretax Income and strengthening the link between short-term incentive payouts and the Company’s performance.

Long-term equity incentives should be more heavily weighted towards performance-based awards versus time-based shares. Stockholders suggested that equity pay mix be 60% performance-based and 40% time-based awards.		• With respect to Messrs. Miller, Jaffe, and Beckwitt, during fiscal 2023, the equity pay mix was approximately 70% performance-based and 30% time-based awards, which is a heavier emphasis on the performance-based awards than suggested by our stockholders and an increase in the emphasis on the performance-based awards since fiscal 2022 where the equity pay mix was approximately 65% performance-based and 35% time-based awards. • The increases in the performance share allocation are to provide greater alignment with long-term value creation for our stockholders.

Target award payouts for performance-based awards should only be provided in connection with outperformance of peers, which provides a stronger link between executive pay and the Company’s performance. Target should be greater than the 50th percentile relative to our peer group. Stockholders’ suggested target: 55th percentile.		• The performance-based award target award payouts for Messrs. Miller, Jaffe, and Beckwitt were increased to the 65th percentile, which is a higher performance-based awards target than suggested by our stockholders and an increase from the 60th percentile in fiscal 2022. • The increase in the performance target goals to the 65th percentile relative to those in our peer group means we require greater outperformance of our peers for our NEOs to earn target payouts. This further strengthens the alignment between executive compensation and the Company’s performance.

Payout level of long-term equity incentives at threshold performance achievement should be lowered.		• The payout level at threshold performance achievement was lowered from 50% of target to 30% of target for Messrs. Miller, Jaffe, and Beckwitt. • This reduces compensation for underperformance and strengthens the link between executive compensation and Company’s performance.


Name	Salary ($)		Stock Awards ($)		Annual Cash Incentive Awards ($)		Total ($)

Stuart Miller		1,000,000		26,270,845		7,000,000		34,270,845
Executive Chairman and Co-Chief Executive Officer (effective September 1, 2023)

Jonathan M. Jaffe		800,000		22,999,640		5,306,190		29,105,830
Co-Chief Executive Officer and President (effective September 1, 2023)

Diane Bessette		750,000		3,230,346		3,000,000		6,980,346
Vice President, Chief Financial Officer and Treasurer

Jeff McCall		750,000		1,740,157		3,000,000		5,490,157
Executive Vice President

Mark Sustana		500,000		1,550,259		1,225,000		3,275,259
Vice President, General Counsel and Secretary

David Collins		325,000		950,471		900,000		2,175,471
Vice President and Controller

Rick Beckwitt		535,385		22,999,640		—		23,535,025
Former Co-Chief Executive Officer and Co-President



	Amy Banse Age: 64 Director Since: 2021 Independent	Committees • Compensation • Nominating and Corporate Governance

Professional Experience Ms. Banse is a Venture Partner with Mastry, an early-stage venture capital fund. Ms. Banse previously served as executive vice president, Comcast Corporation, a global media and technology company, and as managing director and head of funds at Comcast Ventures LLC from August 2011 to September 2020. Under her leadership, Comcast Ventures grew the size and diversity of its portfolio, making it one of the country’s most active corporate venture arms, investing in early and later-stage companies across a wide spectrum of industries, including commerce, digital media, cybersecurity, SaaS, enterprise, and autonomous vehicles. From 2005 to 2011, Ms. Banse was senior vice president, Comcast Corporation and president, Comcast Interactive Media, a division of Comcast responsible for developing online strategy and operating the company’s digital properties. In this role, she drove the acquisition of a number of digital properties, including Fandango, and, together with her team, oversaw the development of Xfinity TV. During her tenure at Comcast beginning in 1991, Ms. Banse held various positions at the company, including content development, programming investments and overseeing the development and acquisition of Comcast’s cable network portfolio. Earlier in her career, Ms. Banse was an associate at Drinker, Biddle & Reath LLP. Qualifications The Board nominated Ms. Banse to serve as a director because of her experience with digital media and technology and cybersecurity, her strategic and financial expertise, and her executive leadership experience.		Other Boards • Adobe, Inc. • On Holding AG • The Clorox Company



	Tig Gilliam Age: 59 Director Since: 2010 Independent	Committees • Audit (financial expert) • Compensation • Independent Directors Transactions

Professional Experience Mr. Gilliam has served as Chief Executive Officer of NES Fircroft (formerly known as NES Global Talent), a global talent solutions company, since November 2014. Mr. Gilliam was previously a Managing Director and Operating Partner of AEA Investors LP, a private equity firm, from November 2013 to November 2014, and the Regional Head of North America and member of the Executive Committee at Addeco Group SA, a human resources, temporary staffing, and recruiting firm, from March 2007 until July 2012. From 2002 until he joined Addeco, Mr. Gilliam was with International Business Machines (“IBM”), serving, among other things, as the Global Supply Chain Management Leader for IBM Global Business Services. Mr. Gilliam was a partner with PricewaterhouseCoopers Consulting until it was acquired by IBM in October 2002. Qualifications The Board nominated Mr. Gilliam to serve as a director because of his expertise in matters related to supply chain management and human resources.		Other Boards • GMS, Inc.



	Sherrill W. Hudson Age: 81 Director Since: 2008 Independent	Committees • Audit (chair, financial expert) • Compensation

Professional Experience Mr. Hudson served on the Board of TECO Energy, Inc., an energy-related holding company, from January 2003 until July 2016. Previously, Mr. Hudson was Executive Chairman of TECO Energy from August 2010 to December 2012, and Chairman and Chief Executive Officer of TECO Energy from 2004 until August 2010. Prior to joining TECO Energy in July 2004, Mr. Hudson spent 37 years with Deloitte & Touche LLP until he retired in 2002. Mr. Hudson is a member of the Florida Institute of Certified Public Accountants. Qualifications The Board nominated Mr. Hudson to serve as a director because of his extensive knowledge of accounting and his management experience.		Other Boards • American Coastal Insurance Corporation



	Jonathan M. Jaffe Age: 64 Director Since: 2018 (also a director from 1997 to 2004) Co-Chief Executive Officer Since: November 2020 President Since: September 2023 (also President from 2018 to 2020)	Committees • None

Professional Experience Mr. Jaffe has served as our Co-Chief Executive Officer and President since September 2023. Prior to that, Mr. Jaffe served as our Co-Chief Executive Officer and Co-President from November 2020 to September 2023. Mr. Jaffe previously served as our President from April 2018 to November 2020. Mr. Jaffe served as our Chief Operating Officer from December 2004 to January 2019, and he continues to have responsibility for the Company’s operations nationally. Previously, Mr. Jaffe served as Vice President of Lennar from 1994 to April 2018, and prior to that, he served as a Regional President in our Homebuilding operations. Qualifications The Board nominated Mr. Jaffe to serve as a director because he has extensive knowledge of the homebuilding industry and our Company’s operations and strategic plans.		Other Boards • previously, Five Point Holdings, LLC • previously, Opendoor Technologies Inc.



	Sidney Lapidus Age: 86 Director Since: 1997 Lead Director Since: 2005 Independent	Committees • Independent Directors Transactions (chair) • Executive

Professional Experience Mr. Lapidus is a retired partner of Warburg Pincus LLC, a private equity investment firm, where he was employed from 1967 until his retirement in 2007. Qualifications The Board nominated Mr. Lapidus to serve as a director because of the extensive knowledge of business enterprises (including homebuilding companies) and corporate governance he gained as a partner in a private equity investment firm and as a director of a number of publicly- and privately-owned companies.		Other Boards • Mr. Lapidus serves on the boards of a number of non-profit organizations • previously, Knoll, Inc.



	Teri P. McClure Age: 60 Director Since: 2013 Independent	Committees • Compensation (chair) • Nominating and Corporate Governance

Professional Experience From 1995 until her retirement in 2019, Ms. McClure worked at United Parcel Service (“UPS”), serving most recently as Chief Human Resources Officer and Senior Vice President, Labor. Ms. McClure has served in various positions at UPS, including Chief Legal, Communications and Compliance Officer, and, prior to that, Senior Vice President of Legal, Compliance and Public Affairs, General Counsel and Corporate Secretary. Before joining UPS, Ms. McClure practiced with the Troutman Sanders law firm in Atlanta. Qualifications The Board nominated Ms. McClure to serve as a director because of her long tenure as a senior executive of a Fortune 100 company, strong operational capabilities and broad business experience.		Other Boards • Fluor Corporation • GMS Inc. • JetBlue Airways Corporation



	Stuart Miller Age: 66 Director Since: 1990 Executive Chairman Since: 2018 Co-Chief Executive Officer (effective September 1, 2023)	Committees • Executive

Professional Experience Mr. Miller has served as our Executive Chairman since April 2018 and as our Executive Chairman and Co-Chief Executive Officer since September 2023. Previously, Mr. Miller served as our Chief Executive Officer from 1997 to April 2018 and as our President from 1997 to April 2011. Before 1997, Mr. Miller held various executive positions with us. Qualifications The Board nominated Mr. Miller to serve as a director because he has extensive knowledge of the homebuilding industry, he has been in executive leadership positions at the Company for decades and he is able to define the Company’s strategy and future priorities.		Other Boards • Doma Holdings, Inc. • Five Point Holdings, LLC



	Armando Olivera Age: 74 Director Since: 2015 Independent	Committees • Audit (financial expert) • Nominating and Corporate Governance

Professional Experience Mr. Olivera is the retired President & Chief Executive Officer of Florida Power & Light Company (“FPL”), one of the largest investor-owned electric utilities in the United States. Mr. Olivera also served as Chairman of the Boards of two non-profits: Florida Reliability Coordinating Council, which focuses on the reliability and adequacy of bulk electricity in Florida, and Southeastern Electric Exchange, which focuses on coordinating storm restoration services and enhancing operational and technical resources. After his retirement from FPL in May 2012, Mr. Olivera served as senior advisor at Britton Hill Partners, a private equity firm. From 2017 until 2021, Mr. Olivera was a venture partner in the sustainability practice of Ridge-Lane LP, a venture development firm. Mr. Olivera is a Director of Consolidated Edison, Inc. where he serves as the Chair of the Safety Environmental Operations and Sustainability Committee and a member of the Audit, Finance and Executive Committees. Mr. Olivera also serves as a Director of Fluor Corporation where he is the Chair of the Commercial Strategies and Operational Risk Committee and a member of the Executive and Governance Committees, and where he previously served on the Audit Committee. Mr. Olivera served as a Director of AGL Resources Inc. from December 2011 until July 2016. Mr. Olivera was a Trustee and Vice Chair of Miami Dade College until 2018. Mr. Olivera is Trustee Emeritus of Cornell University, Co-Chair of Cornell Engineering College Fund Raising Campaign, and member of the Cornell University Fund Raising Campaign, as well as a member of the Advisory Council at the Cornell Atkinson Center for Sustainability. Qualifications The Board nominated Mr. Olivera to serve as a director because of his leadership, engineering, and operations experience. Mr. Olivera’s experience from his leadership positions at FPL, and his service on other boards, supports the Board in its oversight of the Company’s management, financial, operations, and strategic planning activities.		Other Boards • Consolidated Edison, Inc. • Fluor Corporation



	Dacona Smith Age: 51 Director Since: 2023 Independent	Committees • Compensation (as of January 9, 2024)

Professional Experience Mr. Smith retired from Walmart Inc. (“Walmart”) in 2023 after a career there spanning over 30 years. Mr. Smith began as an hourly associate at a Walmart store and eventually held several executive positions, including roles in store management, regional management, and corporate operations. Most recently, he served as Executive Vice President and Chief Operations Officer, Walmart U.S. Stores. Qualifications The Board nominated Mr. Smith to serve as a director because of his expertise in matters relating to the retail industry, as well as his strong operational capabilities and executive leadership experience.



	Jeffrey Sonnenfeld Age: 69 Director Since: 2005 Independent	Committees • Audit • Nominating and Corporate Governance (chair)

Professional Experience Mr. Sonnenfeld has served as the Senior Associate Dean for Executive Programs and the Lester Crown Professor-in-the-Practice of Management at the Yale School of Management since 2001. In 1989, Mr. Sonnenfeld founded the Chief Executive Leadership Institute of Yale University, the world’s first “CEO College,” and he has served as its President since that time. Previously, Mr. Sonnenfeld spent ten years as a professor at the Harvard Business School. Recently, Mr. Sonnenfeld was named by Business Week as one of the world’s “ten most influential business school professors.” He has chaired several blue-ribbon commissions for the National Association of Corporate Directors, and the NACD’s Directorship magazine recently named him one of the “100 most influential figures in governance.” Mr. Sonnenfeld was recognized by Poets & Quants Magazine as the 2022 Professor of the Year in recognition of his high-profile efforts to catalyze the historic exits from Russia of over 1,000+ global businesses after the invasion of Ukraine and was named to Worth Magazine’s “Worthy 100 Leaders,” an annual global listing of the most influential leaders across society. Mr. Sonnenfeld was also presented the 2023 Greatest Impact on Corporate Boards award by Corporate Board Member magazine and is the recipient of the Academy of Management’s 2023 Award for Distinguished Scholar-Practitioner. Corporate Board Member magazine has also awarded Mr. Sonnenfeld its “Most Influential Voice” award. He was awarded the Ellis Island Medal in 2018 by the US Ellis Island Foundation and awarded many scholarly honors for the impact of his many research articles on leadership and governance matters. In addition to his post as a regular commentator for CNBC, he is a columnist for Fortune, a regular commentator on PBS’s “Nightly Business Report,” and a frequently cited management expert in the global media. Mr. Sonnenfeld’s columns also regularly appear in The Wall Street Journal, Forbes, The Washington Post, Politico, and the New York Times. Qualifications The Board nominated Mr. Sonnenfeld to serve as a director because of his business acumen and experience, as well as his exceptional work in the areas of corporate governance and leadership development as President of the Chief Executive Leadership Institute of Yale University.		Other Boards • IEX Group Investors Exchange • Atlas Merchant Capital



	Serena Wolfe Age: 44 Director Since: 2023 Independent	Committees • Audit (financial expert) (as of January 9, 2024)

Professional Experience Ms. Wolfe is Chief Financial Officer of Annaly Capital Management, Inc. (“Annaly”). Ms. Wolfe has over 20 years of experience in accounting, of which 13 years were focused solely on real estate practice. Prior to joining Annaly in December 2019, Ms. Wolfe served as a Partner at Ernst & Young LLP (“EY”) since 2011. Ms. Wolfe held a variety of roles across industries since beginning her career at EY in 1998, including most recently as EY’s Central Region Real Estate Hospitality & Construction leader since 2017. Ms. Wolfe currently serves on the board of Doma Holdings, Inc. Ms. Wolfe is a Certified Public Accountant in the states of New York and California. Qualifications The Board nominated Ms. Wolfe to serve as a director because of her extensive experience in the real estate sector as both a public company audit partner and her financial expertise as a Chief Financial Officer of a public company, as well as her experience in cybersecurity matters.		Other Boards • Doma Holdings, Inc.



Chair: Sherrill Hudson Members: Tig Gilliam Armando Olivera Jeffrey Sonnenfeld Serena Wolfe* *As of January 9, 2024		Audit Committee
		THE AUDIT COMMITTEE IS RESPONSIBLE FOR: • selecting and overseeing the engagement and performance of our independent auditors; • pre-approving all audit and non-audit services provided by our independent auditors; • reviewing reports regarding our internal control environment, systems, and performance; • overseeing the integrity of our financial statements and our compliance with legal and regulatory requirements; • discussing and reviewing our policies with respect to risk assessment and risk management, including guidelines and policies governing our risk assessment and risk management processes; • overseeing cybersecurity matters, including response planning, disaster recovery and business continuity considerations; and • assisting the Board on corporate responsibility and environmental, social and governance matters, as well as oversight of associated risks. The Board of Directors has determined that each member of the Audit Committee meets the independence requirements under the NYSE’s corporate governance listing standards and the independence standards for audit committee members required by the SEC, and that each member is financially literate, knowledgeable, and qualified to review financial statements. In addition, the Board of Directors has determined that each of Mr. Gilliam, Mr. Hudson, Mr. Olivera and Ms. Wolfe meets the requirements of an audit committee financial expert under SEC rules.



Chair: Teri P. McClure Members: Amy Banse Tig Gilliam Sherrill Hudson Dacona Smith* *As of January 9, 2024		Compensation Committee
		THE COMPENSATION COMMITTEE IS RESPONSIBLE FOR: • designing our executive compensation philosophy, policies, and plans; • establishing CEO and other executive salaries, targets, and performance goals for annual incentive awards and certifying that the goals have been attained; • establishing terms of equity awards and other forms of compensation for our senior executives and our directors; • administering the Company’s equity-based plans, including our 2016 Equity Incentive Plan, as amended and restated (the “2016 Equity Plan”), and making or approving the grant of stock options, restricted stock and other equity-based awards under such plans; • reviewing the results of the annual advisory stockholder vote on executive compensation and considering whether to recommend adjustments to Lennar’s executive compensation policies and plans as a result of such votes; • providing guidance on general compensation programs and practices for all associates; and • overseeing the Company’s human capital management. The Compensation Committee has the authority to engage the services of outside legal or other experts and advisors as it deems necessary and appropriate to assist the committee in fulfilling its duties and responsibilities. For more information on outside advisors, see the Compensation Discussion and Analysis section of this proxy statement, which begins on page 29. The Board of Directors has determined that each member of the Compensation Committee meets the independence requirements under the NYSE’s corporate governance listing standards and meets the independence standards for compensation committee members required by the SEC.



Chair: Jeffrey Sonnenfeld Members: Amy Banse Teri P. McClure Armando Olivera		Nominating and Corporate Governance Committee
		THE NCG COMMITTEE IS RESPONSIBLE FOR: • soliciting, considering, recommending, and nominating candidates to serve on the Board under criteria adopted by it from time to time; • advising the Board with respect to Board and Committee composition; • reviewing and recommending changes to our Corporate Governance Guidelines; • overseeing orientation for new directors and periodic evaluations of the Board and the committees; • overseeing the Company’s environmental, social and governance efforts and progress; and • reviewing and reporting to the Board on a periodic basis with regard to matters of corporate governance. The Board of Directors has determined that each member of the NCG Committee meets the independence requirements under the NYSE’s corporate governance standards.



Chair: Sidney Lapidus Member: Tig Gilliam		Independent Directors Transactions Committee
		As permitted by our By-Laws, our Board of Directors has established this committee with the authority to approve certain transactions between Lennar and Five Point Holdings, LLC (in which we own a substantial minority interest), and to review and make recommendations to the Board with respect to other matters referred to it by the Board.



Members: Sidney Lapidus Stuart Miller		Executive Committee
Members: Sidney Lapidus Stuart Miller		As permitted by our By-Laws, our Board has established this committee with the authority to act on behalf of the Board, except as that power is limited by the corporate laws of the State of Delaware or by our Board.


Type of pay	Amount ($)	Form

Annual Equity Grant ⁽¹⁾	$135,000	Shares of Class A common stock

Annual Retainer	$140,000	50% in cash, and 50% in shares of Class A common stock

Audit Committee Chair	$30,000	Cash

Audit Committee Members	$25,000	Cash

Compensation Committee Chair	$20,000	Cash

Compensation Committee Members	$15,000	Cash

NCG Committee Chair	$20,000	Cash

NCG Committee Members	$10,000	Cash

Lead Director	$75,000	Cash


Name		Aggregate Number of Class A Shares of Phantom Stock Held in Deferred Compensation Account at November 30, 2023

Tig Gilliam		40,282

Sherrill W. Hudson		64,621

Sidney Lapidus		63,138

Teri P. McClure⁽¹⁾		21,548

Armando Olivera		23,714

Jeffrey Sonnenfeld		55,870


Name	Fees Earned or Paid in Cash ($)⁽¹⁾		Stock Awards ($)⁽¹⁾⁽²⁾		All Other Compensation ($)⁽³⁾		Total ($)
Amy Banse		95,000		204,557		342		299,899
Tig Gilliam		110,000		204,899		56,252		371,151
Sherrill W. Hudson		115,000		204,899		88,426		408,325
Sidney Lapidus		145,000		204,899		86,773		436,672
Teri P. McClure		100,000		204,557		30,858		345,415
Armando Olivera		105,000		204,899		32,505		342,404
Dacona Smith		17,500		92,013		103		109,616
Jeffrey Sonnenfeld		115,000		204,899		75,886		395,785
Serena Wolfe		17,500		99,391		103		116,993


Name	Deferred Cash Fees ($)		Deferred Stock Awards ($)		Phantom Shares Credited to Account
Tig Gilliam		0		70,000		1,136
Sherrill W. Hudson		115,000		70,000		2,458
Sidney Lapidus		145,000		70,000		2,712
Armando Olivera		105,000		70,000		1,859
Jeffrey Sonnenfeld		115,000		70,000		2,327


Name	Dividends Deferred ($)		Phantom Shares Credited to Account for Deferred Dividends
Tig Gilliam		56,252		508
Sherrill W. Hudson		88,426		798
Sidney Lapidus		86,773		783
Teri McClure		30,516		275
Armando Olivera		32,505		293
Jeffrey Sonnenfeld		75,886		685



Table of Contents

EXECUTIVE SUMMARY	29	2020 Performance Shares – Results	45
Our Compensation Practices	35	Other Benefits	46
Roles and Responsibilities with Regard to Compensation	36	Change in Control Effects	46
Use of Market Data	37	Executive Transitions	46
2023 Compensation Decisions	37	Other Compensation Practices	47


	Performance Measures	Performance Period	Variable financial performance objectives?	Approximate Equity Percentage of Total Direct Compensation
2023	Unchanged, but (1) relative target performance moved from 60% to 65% as compared to our Peer Group; and (2) payout level at threshold performance achievement lowered from 50% of target to 30% of target	3 Years	Yes – unchanged	83%
2022	Unchanged, but relative target performance moved from 50% to 60% as compared to our Peer Group	3 Years	Yes – unchanged	77%
2021	Unchanged	3 Years	Yes – unchanged	49%
2020	Unchanged	3 Years	Yes – unchanged	52%
2019	• Relative Gross Profit Percentage • Relative Return on Tangible Capital • Debt/EBITDA Multiple • Relative Total Stockholder Return	3 Years	Yes – unchanged	59%


	Miller	Beckwitt	Jaffe
2023	0.20% of Pretax Income after a 7.3% capital charge – subject to a maximum payout cap of $7.0 million	0.15% of Pretax Income after a 7.3% capital charge – subject to a maximum payout cap of $6.0 million	0.15% of Pretax Income after a 7.3% capital charge – subject to a maximum payout cap of $6.0 million
2022	0.58% of Pretax Income after a 7.3% capital charge – subject to a maximum payout cap of $7.0 million	0.51% of Pretax Income after a 7.3% capital charge – subject to a maximum payout cap of $6.0 million	0.51% of Pretax Income after a 7.3% capital charge – subject to a maximum payout cap of $6.0 million
2021	0.58% of Pretax Income after a 7.3% capital charge	0.51% of Pretax Income after a 7.3% capital charge	0.51% of Pretax Income after a 7.3% capital charge
2020	0.73% of Pretax Income after a 7.3% capital charge	0.63% of Pretax Income after a 7.3% capital charge	0.55% of Pretax Income after a 7.3% capital charge
2019	0.73% of Pretax Income after a 7.3% capital charge	0.63% of Pretax Income after a 7.3% capital charge	0.55% of Pretax Income after a 7.3% capital charge


	As of or for the Fiscal Year Ended November 30,										% Change
Stock Price and Other Data	2023		2022		2021		2020		2019		2023 vs 2022		2023 vs 2019

Common stock price (LEN A)	$	127.92	$	87.83	$	105.05	$	75.86	$	59.65		46%		114%

Common stock price (LEN B)	$	114.74	$	72.61	$	85.78	$	60.70	$	47.17		58%		143%

Total equity market capitalization (in millions)	$	35,947	$	25,019	$	31,785	$	23,154	$	18,475		44%		95%

Book value per share	$	94.61	$	83.16	$	69.52	$	57.55	$	50.49		14%		87%

Diluted earnings per share	$	13.73	$	15.72	$	14.27	$	7.85	$	5.74		(13)%		139%

Cash dividends paid per share	$	1.50	$	1.50	$	1.00	$	0.63	$	0.16		0%		838%



Element	Description	Primary Objectives

Base salary	Fixed cash payment	To attract and retain executives by offering salaries that are competitive with market opportunities and that recognize each executive’s position, role, responsibility, and experience.

Annual cash incentive award	Variable performance-based cash payment.	To motivate and reward the achievement of annual performance objectives.

Equity-based incentive award	Messrs. Miller, Jaffe, McCall, and Beckwitt and Ms. Bessette receive their grant as performance-based restricted stock and service-based restricted stock. Mr. Sustana receives his grant entirely in service-based restricted stock. Mr. Collins receives his grant entirely in service-based restricted stock.	To align executives’ interests with the interests of stockholders, motivate executives to maximize our long-term performance and stockholder returns, and promote executive retention.



Beazer Homes USA, Inc. (BZH)	Meritage Homes Corporation (MTH)	Toll Brothers, Inc. (TOL)

D.R. Horton, Inc. (DHI)	NVR, Inc. (NVR)	TRI Pointe Group, Inc. (TPH)

KB Home (KBH)	PulteGroup, Inc. (PHM)

M.D.C. Holdings, Inc. (MDC)	Taylor Morrison Home Corporation (TMHC)