Pultegroup Inc DEF 14A, filed Mar 14, 2025

Pultegroup Inc (PHM)

DEF 14A 2025-03-14 For: 2025-04-30

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Added on June 12, 2026

About this DEF 14A

Pultegroup Inc filed this DEF 14A on March 14, 2025.

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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 Pursuant to §240.14a-12


☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


When:			Wednesday, April 30, 2025 at 1:00 P.M., Eastern Time

Where:			Via the internet at: www.virtualshareholdermeeting.com/PHM2025

Items of Business:			Proposal 1 – Election of ten nominees for director named in this Proxy Statement Proposal 2 – Ratification of appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025 Proposal 3 –Say-on-pay: Advisory vote to approve executive compensation Proposals 4-5 – Two shareholder proposals, each only if properly presented at the meeting In addition, any other business as may properly come before the meeting

Who Can Vote:			Shareholders of record at the close of business on Thursday, March 6, 2025

Who Can Participate:			Shareholders who wish to attend the virtual meeting should review pages 76 - 78. To be admitted electronically to the annual meeting, you must go to the meeting website at www.virtualshareholdermeeting.com/PHM2025, and enter the 16-digit control code included in your proxy materials. Shareholders participating in the virtual meeting are deemed to be present in person at the annual meeting. Further instructions on how to participate in and vote at the annual meeting are available at www.virtualshareholdermeeting.com/PHM2025.

Date of Mailing:			On or about Friday, March 14, 2025, a Notice of Internet Availability of Proxy Materials and Notice of Annual Meeting are being mailed or made available to our shareholders containing instructions on how to access this Proxy Statement and our 2024 Annual Report on Form 10-K and vote online, as well as instructions on how to receive paper copies of these documents for shareholders who so elect.

Shareholder List:			A list of shareholders entitled to vote at the annual meeting will be available at www.virtualshareholdermeeting.com/PHM2025 for examination during the annual meeting. Shareholders will need their 16-digit control code to access the list.


Audit = Audit Committee			Finance = Finance and Investment Committee
Comp = Compensation and Management Development Committee			Nom/Gov = Nominating and Governance Committee
C = Chair of Committee


Element	Description	Further Information (pages)

BASE SALARY	Provides base pay levels that are competitive with market practices to attract and retain top executive talent.	33

ANNUAL INCENTIVE	Provides annual incentive opportunities competitive with market practices to attract, motivate and retain top executive talent. Rewards executives for annual performance results relative to pre-established goals deemed critical to the success of the Company and its strategy and for relative performance in adjusted pre-tax income. Focuses on key annual results that we believe will position the Company for success over time, in keeping with the interests of shareholders. Retention of talent over performance period	34

LONG-TERM INCENTIVE PROGRAM	Provides equity incentives competitive with market practices in order to attract, motivate and retain top executive talent. Focuses executives on long-term performance of the Company. Directly aligns interests of executives with those of our shareholders. Retention of talent over performance / vesting period. All performance metrics are based on relative performance to peer group	38

RESTRICTED SHARE UNITS	Provides equity incentives competitive with market practices in order to attract, motivate and retain top executive talent. Focuses executives on long-term performance of the Company. Directly aligns interests of executives with those of our shareholders. Retention of talent over performance / vesting period.	40


Questions:			You may submit questions online during the annual meeting at www.virtualshareholdermeeting.com/PHM2025. The Company reserves the right to edit or reject any questions deemed duplicative, profane or inappropriate.


			By Telephone: You can vote your shares by calling 1-800-690-6903 within the USA, US territories and Canada on a touchtone phone

			By Internet: You can vote your shares online at www.proxyvote.com

			By Mail: If you received a proxy card by mail, you can vote your shares by signing and returning the proxy card in the postage-paid envelope.


			The Board recommends a vote FOR each of the director nominees named in this Proxy Statement. • Slate of directors with broad and diverse leadership experience • Significant experience in relevant industries (including real estate and consumer markets) and public company leadership experience, among other key competencies • Ongoing refreshment and succession process of Board composition • Proactive shareholder engagement
						See pages 4 - 10 for further information


Shareholder Rights Annual election of all directors Majority vote standard in uncontested director elections Right to call a special meeting for shareholders with 20% or more of outstanding shares Right to take action by written consent for shareholders Active engagement with the Company’s top 20 largest shareholders			Independent Oversight Strong Non-Executive Chairman role Audit Committee, Compensation and Management Development Committee and Nominating and Governance Committee each comprised solely of independent directors All directors are independent except the Chief Executive Officer Committees have authority to retain independent advisors			Good Governance Frequent cross-committee and Board communications Regular Board, committee and director evaluation processes Code of ethical business conduct and code of ethics Director orientation and continuing education programs Meaningful share ownership guidelines for executive officers and directors Prohibition against hedging and pledging Company securities by all employees and directors Charter of Nominating and Governance Committee expresses strong commitment to inclusion of diverse knowledge, experience and viewpoints in selection of Board nominees



			PROPOSAL TWO
			Ratification of Appointment of Ernst & Young LLP as the Independent Registered Public Accountant for 2025


			The Board recommends a vote FOR the ratification of the appointment of Ernst & Young LLP as the independent registered public accountant for 2025. • Independent firm with a reputation for integrity and competence • Provides significant financial reporting expertise
			• Few ancillary services and reasonable fees			See pages 62 - 62 for further information



			PROPOSAL THREE
			Say-on-Pay: Advisory Vote to Approve Executive Compensation


			The Board recommends a vote FOR this proposal. • Ongoing review of compensation practices by Compensation and Management Development Committee with assistance from an independent compensation consultant • Compensation programs designed to reward executives for performance against established performance objectives and improving shareholder returns
			• Adherence to commonly viewed executive compensation best practices			See pages 63 - 64 for further information


			The Board recommends a vote AGAINST shareholder proposals four and five. See pages 65 - 70 for further information


WHAT WE DO						WHAT WE DO NOT DO
Annual say-on-pay vote Shareholder engagement Compensation and Management Development Committee comprised entirely of independent directors Independent outside compensation consultant Pay for performance—CEO pay approximately 93% variable Multi-year vesting schedule for equity awards Meaningful share ownership guidelines Clawback policies for both financial restatements and executive misconduct Market comparison of executive compensation against a relevant peer group Primarily use different metrics for short-term and long-term incentive programs						Prohibition on hedging and pledging Company securities No dividends or dividend equivalents paid on unearned performance-based equity awards No automatic single-trigger vesting of equity awards upon a change-in-control No change-in-control tax gross-ups for named executive officers No excessive perquisites No service-based defined benefit pension plan Plan prohibits re-pricing of underwater stock options Plan prohibits granting discounted stock options No fixed term employment agreements


			PULTEGROUP, INC. \| 2025 PROXY STATEMENT			i


ii			PULTEGROUP, INC. \| 2025 PROXY STATEMENT


PROXY SUMMARY



			PROPOSAL ONE
			Election of Directors


Letter from Thomas Folliard, Non-Executive Chairman of the Board			i
Notice of 202 5 Annual Meeting of Shareholders			ii
Proxy Summary			iii
Proxy Statement			1
Board of Directors Information			2
Proposal 1: Election of Directors			4
Committees of the Board of Directors			11
Corporate Governance			15
Corporate Governance Highlights			15
Governance Guidelines; Insider Trading Policy; Code of Ethical Business Conduct; Code of Ethics; Prohibition on Hedging			15
Board Leadership			15
Board Role in Risk Oversight			16
Board Assessments			17
Board Oversight of Director Time Commitments			18
Available Information about PulteGroup			18
Director Nomination Recommendations			19
202 4 Director Compensatio n			20
Compensation Discussion and Analysis			23
Executive Summary			24
Establishing and Evaluating Executive Compensation			29
How We Make Executive Compensation Decisions			30
Executive Compensation Program Elements			32
Compensation and Management Development Committee Report			44
202 4 Executive Compensation			45
202 4 Summary Compensation Table			46
202 4 Grants of Plan-Based Awards Table			46
202 4 Outstanding Equity Awards at Fiscal Year-End Table			47
202 4 Option Exercises and Stock Vested Table			48
202 4 Non-Qualified Deferred Compensation Table			48
Potential Payments Upon Termination or Change-In-Control			49
Risk Management and Compensation			52
Pay Ratio Disclosure			53
Pay Versus Performance			54
Equity Compensation Plan Information			58
Certain Relationships and Related Transactions			59
Report of the Audit Committee			60
Other Audit Matters			61
Proposal 2: Ratification of Appointment of Ernst & Young LLP as the Independent Registered Public Accountant for 2024			62
Proposal 3: Say-On-Pay: Advisory Vote to Approve Executive Compensation			63
Proposal 4: S hareholder P roposal on Amendment to Clawback Polic y on Unearned Incentive Pay			65
Proposal 5: Shareholder Proposal on Adoption of Paris-Aligned Emission Reduction Goals			68
Beneficial Security Ownership			71
Other Matters			74
Questions and Answers About the Proxy Materials and the Annual Meeting			76


			The Board recommends a vote FOR each of the director nominees named in this Proxy Statement. • Slate of directors with broad and diverse leadership experience • Significant experience in relevant industries (including real estate and consumer markets) and public company leadership experience, among other key competencies • Ongoing refreshment and succession process of Board composition • Proactive shareholder engagement						The Restated Articles of Incorporation, as amended, of the Company (the “Articles of Incorporation”), require that we have at least three, but no more than 15, directors. The exact number of directors is set by the Board and is currently eleven. All directors will be elected on an annual basis for one-year terms. The eleven directors comprising the Board, all of whose terms are expiring at the annual meeting, are Kristen Actis-Grande, Brian P. Anderson, Bryce Blair, Thomas J. Folliard, Cheryl W. Grisé, André J. Hawaux, J. Phillip Holloman, Ryan R. Marshall, John R. Peshkin, Scott F. Powers, and Lila Snyder. On March 13, 2025, Mr. Holloman informed the Board that he will not stand for re-election at the annual meeting due to other time commitments. The Board and the Company wish to thank Mr. Holloman for his years of dedicated service on the Board. The size of the Board will be reduced from eleven to ten as of the annual meeting. Proxies cannot be voted for a greater number of persons than the nominees named. The Amended and Restated By-laws of the Company (the “By-laws”) provide that a nominee for director at the annual meeting shall be elected by the affirmative vote of a majority of the votes cast with respect to that director’s election. A majority of votes cast means that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election (with “abstentions” and “broker non-votes” not counted as a vote cast either “for” or “against” that director’s election). If a nominee for director, who is an incumbent director, is not elected, the director shall promptly tender his or her resignation to the Board. The Nominating and Governance Committee will make a recommendation to the Board as to whether to accept or reject the resignation of such incumbent director, or whether other action should be taken. The Board shall act on the resignation, taking into account the committee’s recommendation, and publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within 90 days following certification of the election results. The director who tenders his or her resignation will not participate in the recommendation of the committee or the decision of the Board with respect to his or her resignation. The ten persons listed below are the nominees to serve a one-year term expiring at the Company’s 2026 annual meeting of shareholders, and each has agreed to be named in this Proxy Statement and to serve the one-year term for which he or she has been nominated, if elected. Each director will hold office until his or her successor is elected and qualified or until the director’s earlier death, resignation, retirement, disqualification or removal. Please see below for a description of the occupations and recent business experience of all director nominees. In addition, the specific experience, qualifications, attributes, or skills that led the Nominating and Governance Committee to conclude that each of the director nominees should serve as a director of the Company are included in the descriptions below.


Nominees to Serve a One-Year Term Expiring at the 2026 Annual Meeting of Shareholders			u


Kristen Actis-Grande
Director Since: 2024 Age: 44 Committees: • Audit • Finance and Investment	Biography Ms. Actis-Grande has significant financial experience as a chief financial officer of a large public company and through serving in increasing roles of responsibility within the finance function of a large public multi-national manufacturer of products used in residential, commercial and industrial applications. Ms. Actis-Grande has extensive knowledge of the preparation and review of complex financial reporting statements as well as experience in internal controls, risk management and risk assessment. Her experience as a senior executive for one of the largest manufacturers of heating and cooling systems for residential applications gives her unique insights into the homebuilding industry and the broader economy. Relevant Business Experience: Since 2020 Ms. Actis-Grande has served as Executive Vice President and Chief Financial Officer of MSC Industrial Direct Co., Inc., a leading North American distributor of a broad range of metalworking and maintenance repair and operations (MRO) products and services. At MSC, in addition to the leadership of all finance related functions, Ms. Actis-Grande is also responsible for corporate strategy, mergers and acquisitions, and investor relations. Prior to joining MSC, Ms. Actis-Grande served in various finance-related roles for seventeen years at Ingersoll Rand Inc., a provider of flow creation and industrial products, including as Chief Financial Officer for their Compression Technologies and Services Division from 2018 to 2020 and Chief Financial Officer for their Residential HVAC and Supply division from 2016 to 2018 which included the Trane and American Standard brands. Ms. Actis-Grande is an audit committee financial expert for purposes of the SEC’s rules.

Brian P. Anderson
Director Since: 2005 Age: 74 Committees: • Audit • Finance and Investment	Biography Mr. Anderson has significant experience as a chief financial officer of two large multinational companies and as a director of several large public companies. In addition, he has held finance positions including chief financial officer, corporate controller and vice president of audit and was an audit partner at an international public accounting firm. Mr. Anderson has significant experience in the preparation and review of complex financial reporting statements as well as experience in risk management and risk assessment. Mr. Anderson also previously served on the board of directors of Stericycle, Inc., and W.W. Grainger, Inc., among other public companies. Relevant Business Experience: Mr. Anderson is the former Executive Vice President of Finance and Chief Financial Officer of OfficeMax Incorporated, a distributor of business-to-business and retail office products. Prior to assuming this position in 2004, Mr. Anderson was Senior Vice President and Chief Financial Officer of Baxter International Inc., a global diversified medical products and services company, a position he assumed in 1998. Mr. Anderson has extensive experience sitting on and chairing the audit committees of public companies. Mr. Anderson also brings to the Board meaningful experience based on his service as the former Lead Director of W.W. Grainger, Inc. and former Chairman of A.M. Castle & Co., as well as his service as a Governing Board Member at the Center for Audit Quality. Mr. Anderson is an audit committee financial expert for purposes of the SEC’s rules. Public Company Board Experience:
	• W.W. Grainger, Inc. (1999 - 2022) • James Hardie Industries plc (2006 - 2020)	• Stericycle, Inc. (2017 - 2024) • A.M. Castle & Co. (2005 - 2016)


Bryce Blair
Director Since: 2011 Age: 66 Committees: • Finance and Investment • Nominating and Governance Committee (Chair)	Biography Mr. Blair has substantial experience in real estate development and investment, including having spent over ten years as Chairman and Chief Executive Officer of a public real estate investment trust. In addition, in his former role as chief executive officer of AvalonBay Communities, Inc., Mr. Blair was responsible for day-to-day operations, and he was regularly involved in the preparation and review of complex financial reporting statements. Mr. Blair also brings to the Board meaningful experience based on his service on the boards of directors of AvalonBay Communities, Inc., Regency Centers Corp., and Invitation Homes, Inc., where he served as Non-Executive Chairman of the board. Relevant Business Experience: Mr. Blair is the Manager of Harborview Associates, LLC, a company that holds and manages investments in various real estate properties. Mr. Blair is also the former Chairman of the Board and the former Chief Executive Officer of AvalonBay Communities, Inc. In addition, Mr. Blair served in a number of senior leadership positions with AvalonBay Communities, Inc., including Chief Executive Officer from February 2001 through December 2011, President from September 2000 through February 2005 and Chief Operating Officer from February 1999 to February 2001. He is a member of the Advisory Board of Navitas Capital, a venture capital firm focused on technology for the real estate sector. Mr. Blair also serves on the Advisory Board of the Boston College Center for Real Estate and Urban Action. Mr. Blair is also a past member of the National Association of Real Estate Investment Trusts, where he served as Chairman and was on the Executive Committee and the Board of Governors, and the Urban Land Institute, where he is past Chairman of the Multifamily Council and is a past Trustee. Public Company Board Experience:
	• Invitation Homes Inc. (2017 - 2021) • Regency Centers Corp. (2014 - present)	• AvalonBay Communities, Inc. (2002 - 2013)

Thomas J. Folliard
Director Since: 2012 Age: 60 Committees: None (Mr. Folliard is the Non-Executive Chairman)	Biography Mr. Folliard has extensive experience as Chief Executive Officer of a large, consumer-focused public company. In connection with that role, Mr. Folliard has significant experience in operational matters and business strategy, which adds a valuable perspective for the Board’s decision-making. Mr. Folliard also brings to the Board of Directors meaningful experience based on his service on the board of directors of CarMax, Inc., currently as Non-Executive Chairman, and as a member of the Chairman of the Board of Trustees of both Baron Investment Funds and Baron Select Funds. Relevant Business Experience: Mr. Folliard currently serves as a Trustee to Baron Investment Funds Trust and Baron Select Funds and has been in such positions since August 2017. Mr. Folliard served as President and Chief Executive Officer of CarMax, Inc., the largest retailer of used autos in the United States, from 2006 until his retirement on August 31, 2016. He continues to serve CarMax as Non-Executive Chairman of the board. He joined CarMax, Inc. in 1993 as the Senior Buyer and became the Director of Purchasing in 1994. Mr. Folliard was promoted to Vice President of Merchandising in 1996, Senior Vice President of Store Operations in 2000 and Executive Vice President of Store Operations in 2001. Public Company Board Experience:
	• Baron Investment Funds Trust (2017 - present) • Baron Select Funds (2017 - present)	• CarMax, Inc. (2006 - present)


Cheryl W. Grisé
Director Since: 2008 Age: 72 Committees: • Compensation and Management Development (Chair) • Audit	Biography Ms. Grisé has significant experience as a director of several large public corporations and as a former executive officer of a public utility holding company. Ms. Grisé’s substantial executive and operational experience, along with earlier experience as general counsel, corporate secretary and chief human resources executive, provide her with a unique perspective on the complex legal, governance, human capital and other issues that affect companies in regulated industries, as well as the effective functioning of the Company’s corporate governance structures. Ms. Grisé also brings to the Board meaningful experience based on her service as Lead Director of MetLife, Inc. and her service on the boards of directors of several other public companies, including her current service as Chair of the Compensation Committee of Dollar Tree, Inc. Relevant Business Experience: Ms. Grisé was Executive Vice President of Northeast Utilities (now Eversource Energy), a public utility holding company, from December 2005 until her retirement effective July 2007; Chief Executive Officer of its principal operating subsidiaries from September 2002 to January 2007; President of the Utility Group of Northeast Utilities Service Company from May 2001 to January 2007; and Senior Vice President, Secretary and General Counsel of Northeast Utilities from 1998 to 2001. Public Company Board Experience:
	• MetLife, Inc. (2004 - present) • ICF International, Inc. (2012 - 2024)	• Dollar Tree, Inc. (2022 - present) • Pall Corporation (2007 - 2015)

André J. Hawaux
Director Since: 2013 Age: 64 Committees: • Audit (Chair) • Nominating and Governance	Biography Mr. Hawaux has significant experience serving as a senior officer of several corporations, including as executive vice president and chief financial officer of a large, consumer-focused public company. In connection with that role, Mr. Hawaux has extensive experience in operational matters and business strategy, which adds a valuable perspective for the Board’s decision-making. In addition, Mr. Hawaux has significant experience in the preparation and review of complex financial reporting statements as well as experience in risk management and risk assessment. Mr. Hawaux also serves on the boards of directors of Lamb Weston Holdings, Inc. where he is a Chair of the audit and finance committees and Tractor Supply Company where he is a member of the audit and nominating & governance committees. Relevant Business Experience: Mr. Hawaux is the Former Executive Vice President, Chief Financial Officer, and Chief Operating Officer of Dick’s Sporting Goods, Inc. Mr. Hawaux joined Dick’s Sporting Goods, Inc., a leading omni-channel sporting goods retailer, in June 2013 as Executive Vice President, Finance Administration and Chief Financial Officer and also served as its Executive Vice President, Chief Operating Officer through August 2017. Mr. Hawaux served as president of the Consumer Foods business of ConAgra Foods, Inc. (now ConAgra Brands Inc.), one of North America’s leading packaged food companies, from 2009 until May 2013. He joined ConAgra as Executive Vice President and Chief Financial Officer in 2006, and prior to ConAgra, he served as general manager of a large U.S. division of PepsiAmericas. Mr. Hawaux also previously served as Chief Financial Officer for Pepsi-Cola North America and Pepsi International’s China business unit. Mr. Hawaux is an audit committee financial expert for purposes of the SEC’s rules. Public Company Board Experience:
	• Lamb Weston Holdings, Inc. (2017 - present)	• Tractor Supply Company (2022 - present)


Ryan R. Marshall
Director Since: 2016 Age: 50 Committees: • Finance and Investment						Biography Mr. Marshall brings significant insight to the Board from his tenure at PulteGroup, including in his position as President and Chief Executive Officer and his management of many of the Company’s largest operations. Mr. Marshall’s extensive experience at the Company through various financial and operational roles prior to his appointment as the Chief Executive Officer of the Company provides an in-depth understanding of PulteGroup’s operations and complexity and adds a valuable perspective for Board decision-making. Mr. Marshall also serves on the board of directors of Floor & Decor Holdings, Inc. where he sits on the audit committee. Relevant Business Experience: Mr. Marshall is President and Chief Executive Officer of PulteGroup, Inc. Mr. Marshall has served as the President and Chief Executive Officer of PulteGroup, Inc. since September 8, 2016, and as the President since February 15, 2016. Prior to becoming CEO, Mr. Marshall most recently had the responsibility for the Company’s homebuilding operations and its marketing and strategy departments. Prior to being named President, Mr. Marshall was Executive Vice President of Homebuilding Operations since May 2014. Other previous roles included Area President for the Company’s Southeast Area since November 2012, Area President for Florida, Division President in both South Florida and Orlando and Area Vice President of Finance. In those roles, he has managed various financial and operating functions including financial reporting, land acquisition and strategic market risk and opportunity analysis. Public Company Board Experience: • Floor & Decor Holdings, Inc. (2020 - present)

John R. Peshkin
Director Since: 2016 Age: 64 Committees: • Compensation and Management Development • Finance and Investment (Chair)						Biography Mr. Peshkin has significant experience as a founder and managing partner at a leading real estate investment group. In addition, Mr. Peshkin also has significant experience in the real estate and home building industries as a successful senior executive, as an investor and as a board member at two of the nation’s top builders, which brings valuable industry knowledge and insight to the Board. Mr. Peshkin also brings to the Board meaningful experience based on his service on the board of directors of for-profit companies and non-profit institutions. Relevant Business Experience: Mr. Peshkin is the founder and Managing Partner at Vanguard Land, LLC, a private real estate investment group focused on the acquisition and development of residential and commercial properties throughout Florida since 2008. He was previously the founder and Chief Executive Officer of Starwood Land Ventures, an affiliate of Starwood Capital Group Global, a real estate private equity firm, until 2008. Mr. Peshkin spent 24 years with Taylor Woodrow plc, a national homebuilder, serving as its North American CEO and President from 2000 to 2006. Mr. Peshkin is an audit committee financial expert for purposes of the SEC’s rules. Public Company Board Experience:
						• Standard Pacific Corp. (subsequently CalAtlantic Group, Inc., which was then acquired by Lennar Corporation) (2012 - 2015)


Scott F. Powers
Director Since: 2016 Age: 65 Committees: • Finance and Investment • Nominating and Governance	Biography Mr. Powers has significant experience as a financial services executive executing growth strategies, managing operations and leading efforts in risk and crisis management. Mr. Powers brings additional skills to the Board honed through a career of managing through financial industry change. Mr. Powers also has public company board experience as a current member of the boards of directors of Sun Life Financial, Inc., where he also serves as Non-Executive Chairman of the Board, and Automatic Data Processing, Inc. where he serves as a member of the Nominating Committee / Corporate Governance Committee and Chair of the Compensation and Management Development Committee. Relevant Business Experience: Mr. Powers is the Former President and Chief Executive Officer of State Street Global Advisors. Mr. Powers held leadership positions at State Street Corporation, a financial holding company that performs banking services through its subsidiaries, from 2008 to 2015, most recently as Executive Vice President of State Street Corp, President and Chief Executive Officer of State Street Global Advisors. Mr. Powers also served as a member of the State Street Management Committee. In addition, he previously served as President and Chief Executive Officer of Old Mutual USA and Old Mutual Asset Management from 2001 to 2008. He also held executive roles at Mellon Financial Corporation and Boston Company Asset Management. Public Company Board Experience:
	• Automatic Data Processing, Inc. (2018 - present) • Sun Life Financial, Inc. (2015 - present)	• Whole Foods Market, Inc. (2017)

Lila Snyder
Director Since: 2018 Age: 52 Committees: • Compensation and Management Development • Finance and Investment	Biography Ms. Snyder has significant experience as a consultant and corporate executive in a wide variety of industries. Ms. Snyder has advised on and led innovation initiatives in the areas of digital technology, media, cybersecurity and communications. Ms. Snyder also brings significant skills to the Board relating to strategy, operations, marketing and sales as a current chief executive officer of a large multi-national private company and as a former C-level executive of a Fortune 1000 Company. Relevant Business Experience: Ms. Snyder has served as Chief Executive Officer of Bose Corporation, a manufacturer of audio equipment, since August 2020. Prior to her current role, Ms. Snyder held numerous senior leadership positions at Pitney Bowes, Inc., including Executive Vice President and President, Commerce Services from October 2017 to August 2020, President of Global Ecommerce from June 2015 to October 2017, and President of Document Messaging Technologies from November 2013 to June 2015. Prior to joining Pitney Bowes, Inc., Ms. Snyder was a partner at global consultancy firm McKinsey & Company, Inc., where she led McKinsey’s Stamford office and served clients in the technology, media and communications sectors.


			The Board of Directors recommends that shareholders vote “FOR” the election of these ten nominees. If a nominee is unable to stand for election, the Board may reduce the number of directors or choose a substitute. If the Board chooses a substitute, shares represented by proxies will be voted for the substitute. If a director retires, resigns, dies or is unable to serve for any reason, the Board may reduce the number of directors or appoint a new director to fill the vacancy. The new director would serve until the Company’s next annual meeting of shareholders.


	Fees Earned or Paid in Cash (1)	Share Awards (2)(3)	Nonqualified Deferred Compensation Earnings	All Other Compensation	Total

KRISTEN ACTIS-GRANDE	$62,115	$180,075	$—	$—	$242,190

BRIAN P. ANDERSON	$95,000	$180,075	$—	$—	$275,075

BRYCE BLAIR	$120,000	$180,075	$—	$—	$300,075

THOMAS FOLLIARD	$170,000	$180,075	$—	$—	$350,075

CHERYL W. GRISÉ	$111,346	$180,075	$—	$—	$291,421

ANDRE HAWAUX	$125,000	$180,075	$—	$—	$305,075

J. PHILLIP HOLLOMAN	$95,000	$180,075	$981	$—	$276,056

JOHN R. PESHKIN	$120,000	$180,075	$2,654	$—	$302,729

SCOTT F. POWERS	$103,654	$180,075	$648	$—	$284,377

LILA SNYDER	$95,000	$180,075	$—	$—	$275,075


Director			Deferred Share Units

KRISTEN ACTIS-GRANDE			—

BRIAN P. ANDERSON			—

BRYCE BLAIR			—

THOMAS FOLLIARD			28,391

CHERYL W. GRISÉ			103,771

ANDRE HAWAUX			—

J. PHILLIP HOLLOMAN			7,533

JOHN R. PESHKIN			31,094

SCOTT F. POWERS			9,711

LILA SNYDER			12,725


Executive Summary			• Overview • Return to Shareholders • Pay for Performance • Key Executive Compensation Decisions and Actions • Shareholder Feedback • Named Executive Officers

Establishing and Evaluating Executive Compensation			• Executive Compensation Philosophy • Key Factors in Setting 2024 Compensation • Market Comparisons

How We Make Executive Compensation Decisions			• The Compensation and Management Development Committee • Independent Compensation Consultant • Role of Executive Officers • Use of Tally Sheets

Executive Compensation Program Elements			• Base Salary • Annual Incentive Compensation • Long-Term Incentive Compensation • Equity Grants • Other Compensation Elements and Practices



Name			Title
RYAN R. MARSHALL			President and Chief Executive Officer

ROBERT T. O’SHAUGHNESSY			Executive Vice President and Chief Financial Officer*

MATTHEW KOART			Executive Vice President and Chief Operating Officer

TODD N. SHELDON			Executive Vice President, General Counsel and Corporate Secretary

KEVIN A. HENRY			Executive Vice President and Chief People Officer


	2019	2020	2021	2022	2023	2024

PulteGroup, Inc.	100.00	112.65	151.00	121.98	279.07	296.48

S&P 500 Index – Total Return	100.00	118.40	152.39	124.79	157.59	197.02

Dow Jones U.S. Select Home Construction Index	100.00	126.99	190.20	140.90	238.93	244.95


			Our Executive Compensation Philosophy Our overall compensation philosophy applicable to named executive officers is to provide a compensation program that is intended to attract and retain qualified executives for the Company through fluctuating business cycles, provide them with incentives to achieve our strategic, operational and financial goals, increase shareholder value and reward long-term financial success.



			Guiding Principles			Providing total compensation levels that are competitive with our direct competitors within the homebuilding industry, as well as companies of similar size and complexity in related industries. Fostering a pay for performance environment by delivering a significant portion of total compensation through performance-based, variable pay. Aligning the long-term interests of our executives with those of our shareholders. Requiring our executives to own significant levels of Company shares. Balancing cash compensation with equity compensation so that each executive has a significant personal financial stake in the Company’s share price performance (in general, we seek to provide a significant portion of total compensation to named executive officers in the form of equity-based compensation). Balancing short-term compensation with long-term compensation to focus our senior executives on the achievement of both operational and financial goals and longer-term strategic objectives.



D.R. Horton, Inc.			NVR, Inc.

KB Home			Taylor Morrison Home Corporation

Lennar Corporation			Toll Brothers, Inc.

Meritage Homes Corporation			Tri Pointe Homes, Inc.

M/I Homes, Inc.


Named Executive Officer	2023 Base Salary		2024 Base Salary


RYAN R. MARSHALL	$ 1,000,000	$ 1,000,000


ROBERT T. O’SHAUGHNESSY	$ 750,000	$ 800,000


MATTHEW KOART	$ 750,000	$ 750,000


TODD N. SHELDON	$ 550,000	$ 550,000


KEVIN A. HENRY	$ 550,000	$ 550,000



	2024 Consolidated Goals ($ in 000s)(1)

	Weighting	Threshold Payout (50%)		Target Payout (100%)		Maximum Payout (200%)		Performance Results		Achieved Payout	Weighted Payout

Adjusted Pre-Tax Income(2)	50%	$	2,643,449	$	3,304,311	$	3,965,173	$	4,260,858	200.0%	100.0%

Operating Margin %(3)	50%	16.7%		19.7%		22.7%		22.8%		200.0%	100.0%

								Total % of Target:			200.0%


Executive	Base Salary 2024	Target as a % of Salary(1)	Threshold(2)	Target	Maximum	Total Payout(2)

RYAN R. MARSHALL	$1,000,000	150.0%	$375,000	$1,500,000	$3,000,000	$3,000,000

ROBERT T. O’SHAUGHNESSY	$800,000	65.6%	$131,250	$525,000	$1,050,000	$1,050,000

MATTHEW KOART	$750,000	70.0%	$131,250	$525,000	$1,050,000	$1,050,000

TODD N. SHELDON	$550,000	45.5%	$62,500	$250,000	$500,000	$500,000

KEVIN A. HENRY	$550,000	41.8%	$57,500	$230,000	$460,000	$460,000