Pultegroup Inc PRE 14A, filed Mar 8, 2024

Pultegroup Inc (PHM)

PRE 14A 2024-03-08 For: 2024-05-06

View Original

Added on October 22, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


☒		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:		Monday, May 6, 2024 at 1:00 P.M., Eastern Time

Where:		Via the internet at: www.virtualshareholdermeeting.com/PHM2024

Items of Business:		Proposal 1 – Election of eleven 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 2024 Proposal 3 –Say-on-pay: Advisory vote to approve executive compensation Proposal 4 – Amendment and restatement of the Company’s Articles of Incorporation to eliminate the 69.3% supermajority voting requirements in Article X and Article XI Proposal 5 – Shareholder proposal on simple majority vote, if properly presented at the meeting Proposal 6 – Shareholder proposal regarding a director resignation By-law amendment, 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 Friday, March 15, 2024

Who Can Participate:		Shareholders who wish to attend the virtual meeting should review pages 72-76. To be admitted electronically to the annual meeting, you must go to the meeting website at www.virtualshareholdermeeting.com/PHM2024, 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/PHM2024.

Date of Mailing:		On or about Friday, March 22, 2024, 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 2023 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/PHM2024 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



Significant corporate leadership experience at public companies in relevant industries	Broad governance experience by service on other public company boards	Mix of seasoned directors and fresh perspectives

🌑 🌑 🌑 🌑 🌑 🌑 🌑 🌑 🌑 🌑 🌑	🌑 🌑 🌑 🌑 🌑 🌑 🌑 🌑 🌑 🌑 🌑	🌑 🌑 🌑 🌑 🌑 🌑 🌑 🌑 🌑 🌑 🌑

SEVEN OF OUR NOMINEES HAVE EXPERIENCE IN THE REAL ESTATE OR CONSUMER MARKETS	NINE OF OUR NOMINEES HAVE OTHER PUBLIC COMPANY BOARD EXPERIENCE	SIX OF OUR NOMINEES WILL HAVE JOINED THE BOARD IN THE LAST EIGHT YEARS


Questions:		You may submit questions online during the annual meeting at www.virtualshareholdermeeting.com/PHM2024. 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.



		PROPOSAL TWO
		Ratification of Appointment of Ernst & Young LLP as the Independent Registered Public Accountant for 2024



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



		PROPOSAL FOUR
		Amendment and Restatement of the Company’s Articles of Incorporation to eliminate the 69.3% Supermajority Voting Requirements in Article X and Article XI



		PROPOSAL SIX
		Shareholder Proposal Regarding a Director Resignation By-law Amendment



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 year-over-year growth in 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 / vesting 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. Beginning in 2024, all performance metrics are based on relative performance to peer group	36


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.	38



Letter from Thomas Folliard			i

Notice of 2024 Annual Meeting of Shareholders			i

Proxy Summary			i

Proxy Statement			1

Board of Directors Information			2

Proposal 1: Election of Directors			5

Committees of the Board of Directors			12

Corporate Governance			16
Corporate Governance Highlights			16
Governance Guidelines; Code of Ethical Business Conduct; Code of Ethics; Prohibition on Hedging			16
Board Leadership			16
Board Role in Risk Oversight			17
Board Assessments			18
Board Oversight of Director Time Commitments			19
Available Information about PulteGroup			19

Director Nomination Recommendations			20

2023 Director Compensation			21

Compensation Discussion and Analysis			23
Executive Summary			23
Establishing and Evaluating Executive Compensation			29
How We Make Executive Compensation Decisions			30
Executive Compensation Program Elements			32
2024 Compensation Decisions			41

Compensation and Management Development Committee Report			42

2023 Executive Compensation			43
2023 Summary Compensation Table			43
2023 Grants of Plan-Based Awards Table			44
2023 Outstanding Equity Awards at Fiscal Year-End Table			46
2023 Option Exercises and Stock Vested Table			47
2023 Non-Qualified Deferred Compensation Table			47
Potential Payments Upon Termination or Change-In-Control			48
Risk Management and Compensation			51
Pay Ratio Disclosure			52

Pay Versus Performance			53

Equity Compensation Plan Information			57

Certain Relationships and Related Transactions			58

Report of the Audit Committee			59

Other Audit Matters			60

Proposal 2: Ratification of Appointment of Ernst & Young LLP as the Independent Registered Public Accountant for 2024			61

Proposal 3: Say-On-Pay: Advisory Vote to Approve Executive Compensation			62

Proposal 4: Amendment and Restatement of the Company’s Articles of Incorporation to Eliminate the 69.3% Supermajority Voting Requirements in Article X and Article XI			64

Proposal 5: Shareholder Proposal on Simple Majority Vote			65

Proposal 6: Shareholder Proposal Regarding a Director Resignation By-Law Amendment			67

Beneficial Security Ownership			69

Other Matters			71

Questions and Answers About the Proxy Materials and the Annual Meeting			73

Appendix A – Proposed Amendments to Be Reflected in the Amended and Restated Articles of Incorporation			1


Nominees to Serve a One-Year Term Expiring at the 2025 Annual Meeting of Shareholders		u



Kristen Actis-Grande


Nominee for Election Age: 43 Experience & Skills:	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: 73 Committees: • Audit • Finance and Investment Experience & Skills:	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 serves on the board of directors of Stericycle, Inc. and previously served on the board of directors of 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 - present) • A.M. Castle & Co. (2005 - 2016)


		PULTEGROUP, INC. \| 2024 PROXY STATEMENT		i


		PULTEGROUP, INC. \| 2024 PROXY STATEMENT		i


		PULTEGROUP, INC. \| 2024 PROXY STATEMENT		i


ii		PULTEGROUP, INC. \| 2024 PROXY STATEMENT



Bryce Blair


Director Since: 2011 Age: 65 Committees: • Audit • Nominating and Governance Committee (Chair) Experience & Skills:	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: 59 Committees: None (Mr. Folliard is the Non-Executive Chairman) Experience & Skills:	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 Audit Committee 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: 71 Committees: • Compensation and Management Development • Nominating and Governance Experience & Skills:	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 ICF International, 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 - present)	• Dollar Tree, Inc. (2022 - present) • Pall Corporation (2007 - 2015)



André J. Hawaux


Director Since: 2013 Age: 63 Committees: • Audit (Chair) • Finance and Investment Experience & Skills:	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 member 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)



J. Phillip Holloman


Director Since: 2020 Age: 68 Committees: • Audit • Finance and Investment Experience & Skills:	Biography Mr. Holloman brings significant insight to the Board from his career as an executive of Cintas Corporation, including in his position as President and Chief Operating Officer from 2008 to 2018. Mr. Holloman successfully guided Cintas during a challenging economic period and led Cintas’ rebranding exercise, including offering new products and services, as well as its entrance into new markets. Mr. Holloman has extensive knowledge and experience in the areas of process improvement, operations, sales and marketing. He also led his functions’ succession planning, improvement of diversity and inclusion practices, and compensation and benefits strategy. Mr. Holloman’s leadership and operational experience give him a comprehensive understanding of processes, strategy, risk management and how to manage complex business operations. Mr. Holloman has also served on the boards of directors of Rockwell Automation, Inc. and BlackRock Fixed Income. Relevant Business Experience: Mr. Holloman served as President and Chief Operating Officer of Cintas Corporation, a publicly traded provider of corporate uniforms and related business services, from 2008 until July 2018. He joined Cintas in 1996 and has served in various positions including Vice President – Engineering/Construction from 1996 to 2000, Vice President – Distribution/Production Planning from 2000 to 2003, Executive Champion of Six Sigma Initiatives from 2003 to 2005, and Senior Vice President – Global Supply Chain Management from 2005 until 2008. Mr. Holloman was also recruited to be the Non-Executive Chair at Vestis Corporation as Aramark spun-out its uniform business into a separate public company in 2023. Public Company Board Experience:
	• Rockwell Automation (2013 - 2023) • Vestis Corporation (2023 - present)	• Blackrock Fixed Income (2021 - present)



Ryan R. Marshall


Director Since: 2016 Age: 49 Committees: • Finance and Investment Experience & Skills:				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: 63 Committees: • Audit • Finance and Investment (Chair) Experience & Skills:				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: 64 Committees: • Compensation and Management Development (Chair) • Nominating and Governance Experience & Skills:	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. He was also previously member of the board of directors of Whole Foods Market, Inc. 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: 51 Committees: • Compensation and Management Development • Finance and Investment Experience & Skills:				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.



Director Name	Audit Committee	Compensation and Management Development Committee	Nominating and Governance Committee	Finance and Investment Committee


BRIAN P. ANDERSON	●			●


BRYCE BLAIR	●		C


THOMAS J. FOLLIARD*


CHERYL W. GRISÉ		●	●


ANDRÉ J. HAWAUX	C			●


J. PHILLIP HOLLOMAN	●			●


RYAN R. MARSHALL				●


JOHN R. PESHKIN	●			C


SCOTT F. POWERS		C	●


LILA SNYDER		●		●



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


BRIAN P. ANDERSON		$	95,000		$	180,006		$	—		$	—		$	275,006


BRYCE BLAIR		$	120,000		$	180,006		$	—		$	—		$	300,006


THOMAS FOLLIARD		$	170,000		$	180,006		$	—		$	—		$	350,006


CHERYL W. GRISÉ		$	95,000		$	180,006		$	—		$	—		$	275,006


ANDRE HAWAUX		$	125,000		$	180,006		$	—		$	—		$	305,006


J. PHILLIP HOLLOMAN		$	95,000		$	180,006		$	1,049		$	—		$	276,055


JOHN R. PESHKIN		$	120,000		$	180,006		$	2,949		$	—		$	302,955


SCOTT F. POWERS		$	120,000		$	180,006		$	640		$	—		$	300,646


LILA SNYDER		$	95,000		$	180,006		$	—		$	—		$	275,006



Director	Deferred Share Units


BRIAN P. ANDERSON		—


BRYCE BLAIR		—


THOMAS FOLLIARD		26,863


CHERYL W. GRISÉ		102,243


ANDRE HAWAUX		—


J. PHILLIP HOLLOMAN		6,005


JOHN R. PESHKIN		29,566


SCOTT F. POWERS		8,183


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 2023 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

2024 Compensation Decisions		• Base Salary • Annual Incentive Compensation • Long-Term Incentive Compensation



Name		Title
RYAN R. MARSHALL		President and Chief Executive Officer

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

MATTHEW KOART⁽¹⁾		Executive Vice President and Chief Operating Officer

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

KEVIN A. HENRY⁽²⁾		Executive Vice President and Chief People Officer

JOHN J. CHADWICK⁽³⁾		Former Executive Vice President and Chief Operating Officer

MICHELLE H. HAIRSTON⁽⁴⁾		Former Senior Vice President, Human Resources



	2018		2019		2020		2021		2022		2023

PulteGroup, Inc.		100.00		151.33		170.47		228.50		184.59		422.31

S&P 500 Index – Total Return		100.00		131.49		155.68		200.37		164.08		207.21

Dow Jones U.S. Select Home Construction Index		100.00		149.60		189.98		284.54		210.79		357.43




		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.		Mohawk Industries, Inc.

KB Home		NVR, Inc.

Lennar Corporation		Owens Corning

Masco Corporation		Taylor Morrison Home Corporation

M.D.C. Holdings, Inc.		Toll Brothers, Inc.

Meritage Homes Corporation


Pay Element

	Salary	Annual Incentive Awards	Performance-Based Restricted Share Units (“PSUs”)	Restricted Share Units (“RSUs”)

WHO RECEIVES	All named executive officers

WHEN GRANTED	Annually

FORM OF DELIVERY	Cash	Cash, with 50% of the Growth Incentive Pool granted as RSUs	Equity

TYPE OF PERFORMANCE	Short-term emphasis (fixed)	Short-term emphasis (variable)	Long-term emphasis (variable)

PERFORMANCE PERIOD	1 year	1 year, with RSU component of Growth Incentive Pool vesting over 2 years	3-year cliff vesting based on performance	3-year cliff vesting based on service

WHY WE PAY THIS ELEMENT	Provides base pay levels that are competitive with market practices to attract and retain top executive talent.	Provides annual incentive opportunities competitive with market practices to attract, motivate and retain top executive talent.	Provides equity incentives competitive with market practices in order 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 year-over-year growth in pre-tax income.	Focuses executives on long-term performance of the Company.
		Focuses on key annual results that we believe will position the Company for success over time, in keeping with the interests of our shareholders.	Directly aligns interests of executives with those of our shareholders.
		Retention of talent over performance / vesting period.	Retention of talent over performance / vesting period.



Named Executive Officer	2022 Base Salary			2023 Base Salary⁽¹⁾


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


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


MATTHEW KOART			N/A		$	750,000


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


KEVIN A. HENRY			N/A		$	550,000


JOHN J. CHADWICK		$	700,000		$	700,000


MICHELLE H. HAIRSTON		$	525,000		$	525,000



	2023 Consolidated Goals ($ in 000s)(1)

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


Pre-Tax Income⁽²⁾		50%	$	1,653,838		$	2,067,298		$	2,480,758			$3,675,219		200.00%	100.00%


Operating Margin %⁽³⁾		50%		13.0	%		16.0	%		19.0	%		22.3	%	200.00%	100.00%


													Total % of Target:			200.00%