Lennar Corp DEF 14A, filed Feb 26, 2026

Lennar Corp (LEN)

DEF 14A 2026-02-26 For: 2026-04-08

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Added on June 12, 2026

About this DEF 14A

Lennar Corp filed this DEF 14A on February 26, 2026.

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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			14

Board Independence			14

Leadership Structure			14

Filling Seats on the Board			15

Board Committees			15

Risk Management			18

Corporate Governance Documents			20

Insider Trading Policy			20

Meetings			20

Communication with the Board of Directors			21

Certain Relationships and Related Transactions			21

Corporate Responsibility Matters			22

Director Compensation			26

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION			30

COMPENSATION DISCUSSION AND ANALYSIS			31

COMPENSATION COMMITTEE REPORT			51

EXECUTIVE COMPENSATION			52

Summary Compensation Table			52

Grants of Plan-Based Awards			54

Outstanding Equity Awards at Fiscal Year-End			56

Option Exercises and Stock Vested			57

Potential Payments Upon Termination after Change in Control			58

CEO Pay Ratio			60

Pay Versus Performance Disclosure			61

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS			66

AUDIT COMMITTEE REPORT			68

PROPOSAL 4: EQUAL VOTING RIGHTS FOR EACH SHARE			69

PROPOSAL 5: DISCLOSURE OF VOTING RESULTS BY SHARE CLASS			72

SECURITY OWNERSHIP			74

Security Ownership of Officers and Directors			74

Security Ownership of Principal Stockholders			75

OTHER MATTERS			76


		For more information	Board’s recommendation

Proposal 1	To elect nine directors to serve until the 2027 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 30	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, 2026.	Page 66	FOR

Proposal 4	To vote on a stockholder proposal on Equal Voting Rights for Each Share.	Page 69	AGAINST

Proposal 5	To vote on a stockholder proposal on Disclosure of Voting Results by Share Class.	Page 72	AGAINST


				Current Committee Memberships

Director Nominee	Independent	Director Since	Audit	Compensation	Nominating & Corporate Governance	Executive	Independent Directors Transactions⁽²⁾

Amy Banse		2021

Theron (Tig) Gilliam		2010

Sherrill W. Hudson		2008

Teri P. McClure		2013

Stuart Miller⁽¹⁾		1990

Armando Olivera		2015

Dacona Smith		2023

Jeffrey Sonnenfeld		2005

Serena Wolfe		2023

Meetings in fiscal 2025			11	4	4	0	0



Annual Meeting of Stockholders

		When: Wednesday, April 8, 2026 11:00 AM Eastern Time Where: Virtual Meeting Site: www.virtualshareholdermeeting.com/LEN2026 The Annual Meeting will be held virtually. There will not be a physical meeting location. To attend, vote, and submit questions in advance or during the Annual Meeting, visit www.virtualshareholdermeeting.com/LEN2026 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.


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

Stuart Miller		1,000,000		25,743,051		2,766,481		29,509,532
Executive Chairman and Chief Executive Officer

Jonathan M. Jaffe⁽¹⁾		800,000		22,537,564		0		23,337,564
Former Co-Chief Executive Officer and President

Diane Bessette		750,000		4,653,485		2,850,000		8,253,485
Vice President and Chief Financial Officer

Katherine Lee Martin⁽²⁾		147,945		5,971,533		1,900,000		8,019,478
Chief Legal Officer and Corporate Secretary

David Collins		350,000		1,000,471		902,500		2,252,971
Vice President and Controller

Mark Sustana⁽¹⁾		376,712		1,550,259		0		1,926,971
Former Vice President, General Counsel and Secretary



		Amy Banse Age: 66 Director Since: 2021 Independent		Committees • Compensation • Nominating and Corporate Governance Other Boards • Adobe, Inc. • On Holding AG • previously, The Clorox Company



		Tig Gilliam Age: 61 Director Since: 2010 Independent		Committees • Audit (financial expert) • Compensation Other Boards • previously, GMS, Inc.



		Sherrill W. Hudson Age: 83 Director Since: 2008 Independent		Committees • Audit (chair, financial expert) • Compensation Other Boards • American Coastal Insurance Corporation • previously, CBIZ



		Teri P. McClure Age: 62 Director Since: 2013 Independent		Committees • Compensation (chair) • Nominating and Corporate Governance Other Boards • Fluor Corporation • JetBlue Airways Corporation • previously, GMS Inc.



		Stuart Miller Age: 68 Director Since: 1990 Executive Chairman Since: 2018 Chief Executive Officer		Committees • Executive Other Boards • Five Point Holdings, LLC • previously, Doma Holdings, Inc.



		Armando Olivera Age: 76 Director Since: 2015 Lead Director Since: 2024 Independent		Committees • Audit (financial expert) • Nominating and Corporate Governance • Executive Other Boards • previously, Consolidated Edison, Inc. • previously, Fluor Corporation



		Dacona Smith Age: 53 Director Since: 2023 Independent		Committees • Compensation



		Jeffrey Sonnenfeld Age: 71 Director Since: 2005 Independent		Committees • Audit • Nominating and Corporate Governance (chair) Other Boards • IEX Group Investors Exchange • Atlas Merchant Capital



		Serena Wolfe Age: 46 Director Since: 2023 Independent		Committees • Audit (financial expert) Other Boards • previously, Berkshire Grey, Inc. • previously, Doma Holdings, Inc.



Chair: Sherrill Hudson Members: Tig Gilliam Armando Olivera Jeffrey Sonnenfeld Serena Wolfe Meetings in Fiscal 2025: 11		Audit Committee
		THE AUDIT COMMITTEE IS RESPONSIBLE FOR: • selecting and monitoring the independence, qualifications and performance of our independent auditors; • reviewing, investigating, evaluating, and approving related party transactions and transactions involving potential conflicts of interest; • 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; • discussing and reviewing our policies, management reports, and third-party reports with respect to cybersecurity risk assessment and cybersecurity risk management; and • assisting the Board on corporate responsibility 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 Meetings in Fiscal 2025: 4		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 31. 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 Meetings in Fiscal 2025: 4		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; • reviewing and evaluating directors for renomination to the Board and appointment of directors to Board committees; • advising the Board with respect to Board and Committee composition; • reviewing and recommending changes to our Corporate Governance Guidelines and other corporate governance documents; • overseeing orientation for new directors, continuing education programs for directors and periodic evaluations of the Board and the committees; • overseeing the Company’s corporate responsibility strategy and performance; 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.



Members: Armando Olivera Stuart Miller Meetings in Fiscal 2025: 0		Executive Committee
		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	$25,000	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, 2025⁽⁴⁾

Tig Gilliam⁽¹⁾		46,086

Sherrill W. Hudson		74,976

Teri P. McClure⁽²⁾		24,097

Armando Olivera		30,116

Jeffrey Sonnenfeld		65,198

Sidney Lapidus⁽³⁾		0


Name	Fees Earned or Paid in Cash ($)⁽¹⁾		Stock Awards ($)⁽¹⁾⁽²⁾		All Other Compensation ($)⁽³⁾		Total ($)
Amy Banse		95,000		204,723		233		299,956
Tig Gilliam		110,000		204,956		82,099		397,055
Sherrill W. Hudson		115,000		204,956		131,342		451,298
Teri P. McClure⁽⁵⁾		105,000		204,723		43,380		353,103
Armando Olivera		180,000		204,956		52,723		437,679
Dacona Smith		85,000		204,723		233		289,956
Jeffrey Sonnenfeld		115,000		204,956		113,517		433,473
Serena Wolfe		95,000		204,723		233		299,956
Sidney Lapidus⁽⁴⁾		17,500		17,500		128,515		163,515


Name	Deferred Cash Fees ($)		Deferred Stock Awards ($)		Phantom Shares Credited to Account
Tig Gilliam		0		70,000		1,283
Sherrill W. Hudson		115,000		70,000		2,653
Armando Olivera		180,000		70,000		2,511
Jeffrey Sonnenfeld		115,000		70,000		2,499
Sidney Lapidus		17,500		17,500		1,399


Name	Dividends Deferred ($)		Phantom Shares Credited to Account for Deferred Dividends		Phantom Sharesı Credited to Account in Connection with the Millrose Spin-Off
Tig Gilliam		82,099		707		3,378
Sherrill W. Hudson		131,342		1,130		5,385
Teri P. McClure		43,380		373		1,795
Armando Olivera		52,723		454		2,115
Jeffrey Sonnenfeld		113,517		977		4,647
Sidney Lapidus		128,515		1,106		5,299



Table of Contents

EXECUTIVE SUMMARY	31	2022 Performance Share Awards – Results	46
Our Compensation Practices	35	Other Benefits	47
Roles and Responsibilities with Regard to Compensation	36	Change in Control Effects	47
Use of Market Data	37	Executive Transitions	48
2025 Compensation Decisions	37	Other Compensation Practices	49


	As of or for the Fiscal Year Ended November 30,										% Change

Stock Price and Other Data	2025⁽¹⁾		2024		2023		2022		2021		2025 vs 2024		2025 vs 2021

Common stock price (LEN A)	$	131.30	$	174.39	$	127.92	$	87.83	$	105.05		(25%)		25%

Common stock price (LEN B)	$	123.59	$	164.83	$	114.74	$	72.61	$	85.78		(25%)		44%

Total equity market capitalization (in millions)	$	33,267	$	47,069	$	35,947	$	25,019	$	31,785		(29%)		5%

Book value per share	$	88.91	$	103.90	$	94.61	$	83.16	$	69.52		(14%)		28%

Diluted earnings per share	$	7.98	$	14.31	$	13.73	$	15.72	$	14.27		(44%)		(44%)

Cash dividends paid per share	$	2.00	$	2.00	$	1.50	$	1.50	$	1.00		–		100%



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 and Jaffe and Mmes. Bessette and Martin receive their grants as performance-based restricted stock/performance-based restricted stock units and service-based restricted stock. Messrs. Sustana and Collins receive their grants 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.



D.R. Horton, Inc. (DHI)		PulteGroup, Inc. (PHM)

KB Home (KBH)		Taylor Morrison Home Corporation (TMHC)

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

NVR, Inc. (NVR)		TRI Pointe Group, Inc. (TPH)


Name	2025 Base Salary ($)		Change in Base Salary (%)

Stuart Miller		1,000,000		Unchanged since 2003

Jonathan M. Jaffe		800,000		Unchanged since 2010

Diane Bessette		750,000		Unchanged since 2018

Katherine Lee Martin		600,000		—⁽¹⁾

David Collins		350,000		7.7 in fiscal 2025

Mark Sustana		500,000		Unchanged since 2022



		Performance Levels/ Target/Maximum Bonus Opportunity

Performance Criteria	Percent of Target/Maximum Award	Threshold	% of Target/Maximum
• Meet or exceed FY 2025 business plan profitability • Maximize cash generation and allocate capital to create greater stockholder value • Enforce corporate governance, Company policy and procedure adherence, and strong internal controls • Leadership matters: drive change, build stronger teams, and facilitate new programs to improve Company performance • Continue transformation of the FP&A Department • Continue transformation of the Treasury Department • Continue transformation of the Technology Department	100%	Good Very Good Exceptional	25% 50% 100%

Total	100% of Target/Maximum Award (400% of Base Salary)


Executive	Service-based restricted stock value ($)⁽¹⁾		Service-based restricted stock (#)⁽²⁾		Performance-based restricted stock value at target ($)⁽¹⁾⁽³)		Performance-based restricted stock at target (#)

Stuart Miller		7,950,192		60,420		17,792,859		140,981

Jonathan M. Jaffe		6,960,277		52,897		15,577,287		123,426

Diane Bessette		2,375,313		18,051		2,278,172		18,051

David Collins⁽⁴⁾		1,000,471		7,603		—		—


Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)⁽¹⁾		Non-Equity Incentive Plan Compensation ($)⁽²⁾		All Other Compensation ($)⁽³⁾		Total ($)
Stuart Miller		2025		1,000,000		—		25,743,051		2,766,481		18,399		29,527,931
Executive Chairman		2024		1,000,000		—		26,699,567		1,828,992		18,117		29,546,675
& Chief Executive Officer		2023		1,000,000		—		26,270,845		7,000,000		14,068		34,284,913
Diane Bessette		2025		750,000		—		4,653,485		2,850,000		25,876		8,279,361
Vice President and Chief Financial		2024		750,000		—		3,267,906		3,000,000		38,866		7,056,772
Officer		2023		750,000		—		3,230,346		3,000,000		21,545		7,001,891
Katherine Lee Martin⁽⁴⁾		2025		147,945		500,000		5,971,533		1,400,000		693		8,020,171
Chief Legal Officer & Corporate
Secretary
David Collins		2025		350,000		—		1,000,471		902,500		18,399		2,271,369
Vice President, Controller		2024		325,000		50,000		950,471		900,000		18,117		2,243,588
		2023		325,000		—		950,471		900,000		14,068		2,189,539
Jonathan M. Jaffe⁽⁵⁾		2025		800,000		—		22,537,564		—		39,168		23,376,732
Former Co-Chief Executive Officer		2024		800,000		—		23,374,974		872,946		38,886		25,086,806
and President		2023		800,000		—		22,999,640		5,306,190		34,837		29,140,667
Mark Sustana⁽⁶⁾		2025		376,712		—		1,550,259		—		348,353		2,275,324
Former Vice President,		2024		500,000		—		1,550,259		1,400,000		18,117		3,468,376
General Counsel & Secretary		2023		500,000		—		1,550,259		1,225,000		14,068		3,289,327


Name	Threshold ($)		Target ($)		Maximum ($)
Stuart Miller		5,337,858		17,792,860		35,585,719
Diane Bessette		683,451		2,278,172		4,556,343
Katherine Lee Martin		291,423		971,409		1,942,818
David Collins		—		—		—
Jonathan M. Jaffe		4,673,186		15,577,287		31,154,574
Mark Sustana		—		—		—


Name	Year		Car Allowance / Lease Payments ($)		401(k) Match ($)		Term Life Insurance ($)		Long-Term Disability Insurance ($)		Consulting Fee ($)^(a)		Total All Other Compensation ($)^(b)
Stuart Miller		2025		—		17,500		647		252		—		18,399
Diane Bessette		2025		7,477		17,500		647		252		—		25,876
Katherine Lee Martin		2025		—		—		647		46		—		693
David Collins		2025		—		17,500		647		252		—		18,399
Jonathan M. Jaffe		2025		20,769		17,500		647		252		—		39,168
Mark Sustana		2025		—		17,500		647		206		330,000		348,353