DEF 14A of NVR Inc, Mar 17, 2026

DEF 14A of NVR Inc

Filed Mar 17, 2026 · FY20250000906163-26-000029

Open on EDGAR

  1. Election of Directors

    Election of Directors

  2. (Proposal No. 1)

    (Proposal No. 1)

  3. Director Nominees

    Director Nominees Our Restated Articles of Incorporation state that the number of directors on our Board will be no less than seven and no more than thirteen, as established from time to time by Board resolution. Our Board has set the size of the Board at eleven members. We strive to strike the right balance on our Board between long-term understanding of our business, the quality of business experience, a high level of demonstrated accomplishment and fresh external perspectives. The following persons have been nominated by the Board to be elected to hold office for a one-year term ending at the 2027 Annual Meeting and until their successors are duly elected and qualified:

  4. Director Nominees

    | Name | Age | Year First Elected or Appointed | Independent | Other Public Company Boards | | Paul C. Saville | 70 | 2022 | No | — | | C. E. Andrews | 74 | 2008 | Yes | 1 | | Sallie B. Bailey | 66 | 2020 | Yes | 1 | | Michael J. DeVito | 61 | 2025 | Yes | — | | Alfred E. Festa | 66 | 2008 | Yes | 1 | | Alexandra A. Jung | 55 | 2018 | Yes | 1 | | Mel Martinez | 79 | 2012 | Yes | 1 | | George R. Oliver | 65 | 2025 | Yes | 1 | | David A. Preiser | 68 | 1993 | Yes | — | | W. Grady Rosier | 77 | 2008 | Yes | — | | Susan Williamson Ross | 64 | 2016 | Yes | — |

  5. Director Nominees

    Other than Messrs. DeVito and Oliver, who were initially recommended to the Board by a third-party search firm and appointed to the Board in July and October 2025, respectively, all of the director nominees are current directors standing for re-election. Each nominee has consented to serve as one of our directors if elected. Our Board does not contemplate that any of its proposed nominees listed above will be unwilling to serve or become unavailable for any reason, but if any such circumstance should occur before the Annual Meeting, proxies may be voted for another nominee selected by the Board.

  6. Biographical Information for Our Directors and Director Nominees

    Biographical Information for Our Directors and Director Nominees The biographies below describe the skills, attributes and experience of our directors and director nominees who were considered by the Board and Nominating Committee. Paul C. Saville has been Executive Chairman of our Board since May 4, 2022. Prior to that, Mr. Saville served as President and Chief Executive Officer of NVR from July 1, 2005 through May 3, 2022. Mr. Saville has been employed by NVR since 1981. The Board believes that Mr. Saville is highly qualified to serve on the Board based on his extensive NVR and homebuilding industry and real estate experience, his executive leadership experience, his brand marketing expertise, his financial expertise, his mergers and acquisitions experience, his turn-around/restructuring experience and his public company board experience. C. E. Andrews has been a director since May 6, 2008. Mr. Andrews served as Chief Executive Officer and a member of the board of directors of MorganFranklin Consulting, LLC from May 2013 through March 2017, and served on its Board of Directors from May 2013 through June 2019. From June 2009 until February 2012, Mr. Andrews was the president of RSM McGladrey Business Services, Inc. Prior to that, Mr. Andrews served as the president of SLM Corporation and spent approximately 30 years at Arthur Andersen. Mr. Andrews serves on the board of Marriott Vacations Worldwide Corporation. The Board believes that Mr. Andrews is highly qualified to serve on our Board based on his executive leadership experience, his financial and accounting expertise, his restructuring experience and his public company board experience. Sallie B. Bailey has been a director since February 21, 2020. Ms. Bailey was Executive Vice President and Chief Financial Officer of Louisiana-Pacific Corporation from December 2011 until July 2018. From January 2007 until July 2010, Ms. Bailey was the Vice President and Chief Financial Officer of Ferro Corporation and before that, Ms. Bailey served in various senior management roles at The Timken Company, lastly as Senior Vice President and Controller. Ms. Bailey serves on the board of L3Harris Technologies, Inc. Within the last five years, Ms. Bailey previously served on the board of the Azek Company. The Board believes that Ms. Bailey is highly qualified to serve on our Board based on her executive leadership experience, her financial and accounting expertise and her public company board experience. Michael J. DeVito was appointed as a director on July 1, 2025. Mr. DeVito was the Chief Executive Officer and an Executive Director of Federal Home Loan Mortgage Corporation ("Freddie Mac") from 2021 to 2024. Prior to working for Freddie Mac, Mr. DeVito worked for twenty-four years at Wells Fargo & Company ("Wells Fargo") in various home lending senior management positions of increasing responsibility. The last position Mr. DeVito held at Wells Fargo was Executive Vice President and Head of Home Lending. The Board believes that Mr. DeVito is highly qualified to serve on our Board based on his executive leadership experience, his financial expertise, his brand marketing expertise, his knowledge of capital markets and his mortgage industry experience. Alfred E. Festa has been a director since December 1, 2008. Mr. Festa was Chairman of W. R. Grace & Co (“Grace”) from January 2008 through November 2019. He joined Grace as President and Chief Operating Officer in November 2003 and was Chief Executive Officer from June 2005 through November 2018. Before Grace, Mr. Festa was a partner in Morgenthaler Private Equity Partners, a venture/buyout firm focused on mid-market industrial build-ups. Mr. Festa serves on the board of Owens Corning, Inc. The Board believes that Mr. Festa is highly qualified to serve on our Board based on his executive leadership experience, his public company board experience, his financial expertise, his brand marketing expertise, his mergers and acquisitions experience, and his restructuring experience. Alexandra A. Jung has been a director since December 3, 2018. Ms. Jung is a co-founder and Managing Partner of Amateras Capital, an investment firm focused on private credit and equity investments. She is also a Partner and Head of Private Debt at AEA Investors, L.P. From 2009 through April 2020, Ms. Jung was at Oak Hill Advisors ("Oak Hill"), a leading alternative investment firm with over $50 billion of assets under management. Ms. Jung was a partner at Oak Hill from 2012 through April 2019 when she became a senior advisor. Prior to joining Oak Hill, Ms. Jung was a Managing Director at Greywolf Capital Management, where she was responsible for investments in credit, private equity and special situations. Previously, she managed investments in credit, distressed debt and equity as part of Goldman Sachs’ European Special Situations Group. In November 2025, Ms. Jung was appointed to the board of Wyndham Hotels & Resorts. The Board believes that Ms. Jung is highly qualified to serve on our Board based on her executive leadership experience, her financial expertise, her knowledge of capital markets, her mergers and acquisitions experience, her restructuring experience and her public company board experience. Mel Martinez has been a director since December 1, 2012. Mr. Martinez was Chairman of the South East and Latin America for JPMorgan Chase & Co. ("JPMorgan") from August 2010 through March 1, 2023. Prior to joining JPMorgan, Mr. Martinez was a partner in the law firm DLA Piper from September 2009 to July 2010. Mr. Martinez served as a United States Senator from Florida from January 2005 to September 2009 and served as the Secretary of the United States Department of Housing and Urban Development before that. Within the last five years, Mr. Martinez served on the board of Marriott Vacations Worldwide Corporation. The Board believes that Mr. Martinez is highly qualified to serve on our Board based on his executive leadership experience, his housing industry experience, his government and housing regulatory expertise, and his public company board experience. George R. Oliver was appointed as a director on October 1, 2025. Mr. Oliver previously served as Chairman and Chief Executive Officer of Johnson Controls International plc from 2017 to July 2025. Mr. Oliver was the Chief Executive Officer and a Director of Tyco International Ltd., prior to its merger with Johnson Controls, from 2012 to 2016. In addition, Mr. Oliver served in operational leadership roles of increasing responsibility at General Electric. Mr. Oliver serves on the board of RTX Corporation. The Board believes that Mr. Oliver is highly qualified to serve on our Board based on his executive leadership experience, his mergers and acquisitions experience, his brand marketing expertise, his financial expertise and his public company board experience. David A. Preiser has been a director since September 30, 1993. Mr. Preiser is currently Vice-Chairman of Houlihan Lokey, Inc. He served as Co-President of Houlihan Lokey, Inc. from 2013 to 2024 and a member of its board of directors from 2001 until 2024. Since January 1, 2005 until 2024, Mr. Preiser also served as Chairman of Houlihan Lokey– Europe, pursuant to which he led Houlihan Lokey’s European investment banking activities, including Houlihan Lokey’s European restructuring business. Mr. Preiser is also active in Houlihan Lokey’s investment banking, real estate and financial restructuring activities in the United States and throughout the world. The Board believes that Mr. Preiser is highly qualified to serve on our Board based on his executive leadership experience, his financial expertise, his knowledge of capital markets, his mergers and acquisitions experience, his public company board experience, and his turn-around/restructuring experience.

  7. Biographical Information for Our Directors and Director Nominees

    W. Grady Rosier has been a director since December 1, 2008. Mr. Rosier served as the President and CEO of McLane Company, Inc. (“McLane”), a supply chain services company, from 1995 through August 2020. Before that, Mr. Rosier held various senior management roles at McLane. Within the last five years, Mr. Rosier served on the board of NuStar Energy L.P. The Board believes that Mr. Rosier is highly qualified to serve on our Board based on his executive leadership experience and his public company board experience. Susan Williamson Ross has been a director since July 28, 2016. Ms. Ross has been the President of the privately-held majority investor in Clark Construction Group, Shirley Contracting and several other construction, development and real estate businesses since January 2016. She became the President and Chief Executive Officer in December 2020. She has been employed by Clark Construction Group since December 1986 in various positions, including Chief Administrative Officer from July 2004 to 2020 and Executive Vice President from January 2008 to the present. The Board believes that Ms. Ross is highly qualified to serve on our Board based on her executive leadership experience, her construction and real estate development experience and her public company board experience.

  8. Company Performance Overview

    On a 20-year basis, our TSR of 939% was the highest in the homebuilding peer group and over five times the 181% TSR for the Dow Jones US Homebuilder Index, as illustrated below. Taylor Morrison is not included in the 20 year TSR table as their IPO was completed in 2013. On a 10-year basis, our TSR of 344% was fifth highest in the homebuilding peer group and exceeded the 341% TSR for the Dow Jones US Homebuilder Index as illustrated below. We believe our strong long-term results relative to our homebuilding peer group are due to: •Our business model and strategy, which is designed to limit risk and maximize return on capital in a cyclical industry; •Our highly skilled, long-tenured and motivated management team that is extremely disciplined in executing our more capital efficient business model; and •100% of our long-term equity compensation being tied to TSR. Additionally, these key aspects of our strategy are well ingrained in our corporate culture, which includes: •Strong alignment between management incentives (at all levels, not just executive officers) and long-term TSR; •Stability and long-term retention of our management team; and •Generation of cash flow through all points in the homebuilding cycle.

  9. What We Don’t Do

    What We Don’t Do •Discretionary Cash Awards - We do not award any discretionary cash compensation. •Reprice Stock Options - We do not reprice stock options. •Below Market Stock Options - We do not grant stock options having an exercise price below 100% of fair market value. •Evergreen Provisions - Our equity plans do not have evergreen provisions. •Hedging and Pledging - We do not permit short sales, hedging or pledging of NVR stock by named executive officers or directors. •Excise Tax Gross-Ups - We do not provide any excise tax gross-ups. •Perquisites - Other than personal digital protection services, we do not provide perquisites. •Supplemental Executive Benefits - We do not provide defined benefit or supplemental executive retirement, health or insurance plans. •Accelerate Vesting of Equity - We do not accelerate vesting of equity granted to our executive officers in the event of termination of employment, except in certain change in control instances (described further in the "Change of Control and Post-Employment Payments" section below). •Vesting of Equity Post-Termination - We do not permit our executive officers to continue to vest in their equity awards post-termination.

  10. Compensation Philosophy and Objectives

    | Compensation Component | Type of Pay | Key Characteristics | Purpose | | Base Salary | Fixed | Annual adjustments based on individual performance and relative to peer group market salaries, effective April 1st of each year. | Attracts, retains and rewards our named executive officers by providing a fixed source of income to reward experience, skills and performance relative to the market value of the position. | | Annual Cash Bonus | Performance | Maximum opportunity is limited to a maximum of 100% of base salary, based on NVR's performance against pre-established performance goals. | Aligns the named executive officers with shareholders by focusing the named executive officers on the attainment of annual goals that we believe are necessary to achieve our five-year business plan. | | Long-Term Equity-Based Compensation | Performance | Typically issued periodically, not annually. Issued as stock options, with 50% of the grant subject to a three year performance period. Options issued in May 2022 vest 25% on each of December 31, 2024, 2025, 2026 and 2027. | Aligns the named executive officers with shareholders by tying 100% of equity compensation to long-term TSR. Increases retention by providing the opportunity for wealth creation through the long vesting period. Also, protects our interests through a non-competition provision in the equity grant agreements. |

  11. Compensation Philosophy and Objectives

    We prefer the use of stock options with long-term vesting (instead of restricted share units) for the following reasons: •We believe stock options with long-term vesting align the long-term interests of our named executive officers with our shareholders by tying equity compensation to long-term TSR; •We believe stock options are inherently performance-based since the recipient does not realize value unless the stock price appreciates above the grant price; and •Since the stock price must increase between grant date and vesting date and 50% of the vesting for our stock option grants are subject to NVR's return on capital performance, 100% of our performance-based equity is "at risk." If the stock price decreases between the grant date and vesting date, our named executive officers would still realize value if we issued restricted share units. By issuing stock options, the executives receive no value unless the stock price increases between the grant date and the vesting date. We believe this provides 100% alignment with our shareholders.

  12. Compensation Determination Process

    Compensation Determination Process Roles of Our Executive Chairman and CEO Mr. Saville makes recommendations to the Compensation Committee with respect to the amount of each component of compensation paid to Mr. Bredow. Mr. Bredow makes these recommendations for the other executive officers. These recommendations are partially based on compensation information for comparable positions within our homebuilding peer group (defined below), internal comparisons and their assessment of each officer’s overall performance during the prior year. Mr. Saville and Mr. Bredow provide written materials supporting these recommendations for review at Compensation Committee meetings, and also attend those meetings at the Committee’s request. Typically, these executives attend all regularly-scheduled Compensation Committee meetings, but they are excused as appropriate, including for discussions regarding their own compensation. Role of Our Board, Including the Executive Chairman of the Board The Compensation Committee considers the following when determining the compensation paid to Mr. Saville and Mr. Bredow: •Compensation information for executive chairs and chief executive officers in our homebuilding peer group and our relative percentile ranking; •Our financial and operating performance compared to information publicly available on our industry peers; •Our overall financial strength; •Mr. Saville's and Mr. Bredow's performance during the year; •Their overall experience and tenure in their respective positions; and •For Mr. Bredow, the recommendation from Mr. Saville. Mr. Saville and Mr. Bredow are not present during discussion or voting by the Compensation Committee regarding each of their respective compensation elements. The Compensation Committee has the final authority to determine the compensation of our named executive officers, and exercises such authority regardless of what recommendations are made or information is provided by Mr. Saville or Mr. Bredow. Role of Compensation Consultant In 2025, the Compensation Committee engaged Mercer Consulting to assist the Compensation Committee in evaluating the targeted annual compensation for our named executive officers. Mercer Consulting’s analysis included a comparative analysis of the named executive officer base pay, annual incentive opportunities and long-term incentive compensation. The Compensation Committee assessed the independence of Mercer Consulting pursuant to SEC and NYSE rules and concluded that no conflict of interest exists that would impair Mercer Consulting’s independence. Homebuilding Peer Group We use a peer group of our major public-company homebuilding peers when analyzing the compensation of our named executive officers. The companies in the peer group were selected based on being national homebuilding companies and their annual revenues. The peer group is currently comprised of the following companies (the “homebuilding peer group”):

  13. Compensation Determination Process

    Determining the Size of Equity Awards When issuing periodic grants under our equity plans to our named executive officers, the Compensation Committee, with assistance from its independent compensation consultant, determines the amount of the awards as follows: •The Compensation Committee establishes a dollar value of the total targeted annual compensation to be awarded by position; •After determining the salary and maximum annual bonus opportunity components for a particular year, these amounts are subtracted from the total targeted compensation for that year to derive the fair value that we want to transfer to the executive in the form of an equity award for the year; •When making a block grant to cover multiple years, we multiply the equity award value for a single year by the number of years that the block grant covers to determine the total value of the block grant; and •On the date of grant, we divide that total equity award fair value dollar amount by the per share fair value, calculated using the Black-Scholes option pricing model, to determine the number of stock options to award. Although we consider this approach to sizing equity awards to be a reasoned approach based on a widely accepted option-pricing model, the ultimate value of an equity award is determined only when it is exercised or vests, as applicable. We do not consider realized or realizable gains from prior equity grants when setting new grant amounts. We do not believe that it is a fair practice to offset current compensation by realized or unrealized equity gains several years after the equity has been issued. Depending on our future stock price, any equity grant ultimately may be worthless, or conversely, worth much more than the fair value initially estimated. Gains in excess of our initial estimate mean that similar gains were realized by all holders of our Common Stock over the same time period. We believe that limiting potential upside on equity gains does not provide an appropriate incentive for our named executive officers when focusing on long-term results, as our compensation philosophy dictates.

  14. Base Salary

    Base Salary In 2025, the Compensation Committee took the following actions regarding the base salaries of the named executive officers: •Mr. Saville’s base salary was increased by 4.2%, from $2,400,000 to $2,500,000 effective April 1, 2025. In making the decision to increase Mr. Saville's base salary, the Compensation Committee reviewed competitive market data for Executive Chairs in the homebuilding peer group and considered Mr. Saville's active role providing strategic direction as Executive Chairman. •Mr. Bredow's base salary was increased by 20.0% from $1,250,000 to $1,500,000 effective April 1, 2025. In making the decision to increase Mr. Bredow's base salary, the Compensation Committee considered the recommendation of Mr. Saville, Mr. Bredow's performance as CEO and competitive market data for the CEOs in the homebuilding peer group. Following the salary increase, Mr. Bredow's total target cash compensation remained below the 25th percentile of CEOs within the homebuilding peer group. •Upon the recommendation of Mr. Bredow, the Compensation Committee increased the base salaries for the remaining named executive officers effective April 1, 2025. Mr. Bredow’s recommendations were based on the job performance of each named executive officer and consideration of competitive market data for comparable roles within the homebuilding peer group. Following the salary increase, Mr. Malzahn's total target cash compensation remained below the 25th percentile of CFOs within the homebuilding peer group. Annual base salaries for 2024 and 2025 for the named executive officers were as follows:

  15. Annual Cash Bonus

    Annual Cash Bonus General The objective of the annual cash bonus is to focus the named executive officers on the attainment of annual goals that we believe are necessary to achieve our five-year business plan. These annual goals are consistent with the current year's portion of our five-year business plan. The annual incentive is based 100% on NVR's performance. The named executive officers’ annual incentive opportunity is limited to a maximum of 100% of base salary, regardless of whether the goals are exceeded, consistent with our overall compensation philosophy of limiting short-term cash compensation in favor of equity-based long-term incentive opportunities. Thus, the maximum amount of bonus is earned once the preset performance targets based on the annual business plan are attained. The annual bonus is payable in cash. We are the only company among our homebuilding peer group to limit the annual cash bonus to 100% of base salary for Executive Chairs, CEOs and CFOs. The Compensation Committee has never exercised discretion to award bonuses in amounts higher than the amount calculated by our actual results relative to the preset performance target and attainment ranges. 2025 Annual Bonus For 2025, the Compensation Committee maintained the same annual bonus performance metrics used in 2024 for our named executive officers. The annual bonus opportunity in 2025 for the named executive officers was weighted based 80% upon our consolidated pre-tax profit (before consolidated annual bonus and stock-based compensation expense but after all other charges) and 20% on the number of new orders (net of cancellations) that we generated compared to our 2025 annual business plan. We believe that these measures provide a proper balance of focusing on current profitability while providing for longer-term growth. The named executive officers were to begin earning the consolidated pre-tax profit portion of their annual bonus award once the annual business plan was at least 80% attained (the “threshold”). The full amount of the consolidated pre-tax profit portion of their annual bonus award was to be earned ratably from 80% up to 100% achievement of the annual business plan. They were to begin earning the new orders portion of their annual bonus award once the annual business plan was at least 85% attained. The full amount of the new orders portion of their annual bonus award was to be earned ratably from 85% up to 100% achievement of the annual business plan. The following is a summary of the specific performance targets established under the 2025 annual bonus plan and the actual results:

  16. Annual Cash Bonus

    | Performance Measure | Threshold | Target and Maximum | Actual | Maximum Bonus Opportunity | Percentage of Maximum Bonus Opportunity Earned | | Consolidated Pre-Tax Profit (in thousands) | $1,787,096 | $2,233,870 | $1,898,451 | 80% | 24.9% | | New Orders (net of cancellations) | 20,400 | 24,000 | 20,410 | 20% | 0.3% | | Percentage of Bonus Opportunity Earned | | | | | 20% |

  17. Annual Cash Bonus

    Under our annual bonus plan, the target bonus amount is the same as the maximum bonus amount. Based on our 2025 results, each of our named executive officers earned 20% of their maximum bonus opportunity of 100% of base salary, as follows:

  18. Annual Cash Bonus

    | | 2025 Maximum Bonus Opportunity | 2025 Bonus Earned | | Paul C. Saville | $2,475,000 | $494,875 | | Eugene J. Bredow | $1,437,500 | $287,427 | | Daniel D. Malzahn | $763,750 | $152,711 | | Matthew B. Kelpy | $408,825 | $81,744 |

  19. Equity-Based Compensation

    Equity-Based Compensation 2025 Equity Grant Activity During 2025, we did not issue any periodic equity-based compensation to our executive officers. Equity Plan Features We do not have a formal policy regarding the timing of equity issuance. Our longstanding historical practice has been to issue periodic equity grants every four years in May. These grants have historically occurred after the filing of our first quarter 10-Q in an open trading window under our insider trading policy. In an open trading window, we have determined that there is no material nonpublic information available to our executive officers or Board members. This determination is communicated to our Board members each quarter. The Compensation Committee has not granted, nor does it intend to grant, equity awards in anticipation of the release of material nonpublic information. Similarly, we have not timed, nor do we intend to time, the release of material nonpublic information based on equity award grant dates. Our equity plans reflect the following corporate governance best practices: •No evergreen provisions; •No re-pricing of stock options without shareholder approval (NVR has never repriced options); •No discounted stock options; •No reload features; •Double trigger change of control provision in the equity agreements for the accelerated vesting of equity; •No accelerated vesting of equity upon termination of employment (other than as described above); and •No continued vesting of equity post-termination.

  20. Clawback/Forfeiture

    Clawback/Forfeiture Under the terms of the equity agreements, we may recapture from our named executive officers gains from stock option exercises if we are required to prepare an accounting restatement due to material noncompliance, as a result of misconduct, with any financial reporting requirement under the securities laws. A named executive officer must reimburse us for any gains during the 12 month period following the first public filing with the SEC that contained such material noncompliance. The named executive officer must have knowingly engaged in the misconduct, been grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or been grossly negligent in failing to prevent the misconduct. Under the terms of our compensation recovery policy, subject to certain exceptions, reasonably promptly following an accounting restatement, we shall recover incentive compensation earned by our executive officers that exceeds the amount of incentive compensation that would have been earned by our executive officers after taking into account the accounting restatement. This compensation recovery policy applies to our annual cash bonus and our performance-based equity awards.

  21. Change of Control and Post-Employment Payments

    Change of Control and Post-Employment Payments Messrs. Saville, Bredow and Malzahn are each party to an employment agreement with us pursuant to which the officer is entitled to post-employment payments upon certain termination events, including termination following a change in control. We have not entered into an employment agreement with Mr. Kelpy. Accordingly, he is employed on an at-will basis and is not entitled to post-employment benefits upon termination, other than rights contained in his equity agreements. Generally, we do not believe that we should pay our named executive officers, or any other employee, any incremental compensation upon termination when the termination is either by choice or due to conduct that is potentially detrimental to NVR. Thus, we do not provide any of our named executive officers any incremental post-employment benefits, other than any amounts already earned and accrued at the date of termination, if the termination is voluntary (unless due to a change in control of NVR, retirement or “with good reason”) or for “Cause.” We do not provide tax “gross ups” to our named executive officers in connection with any change in control or post-employment payment.

  22. Change of Control Provisions

    Change of Control Provisions The change of control provision in each applicable named executive officer’s equity agreement or employment agreement for the payment of the post-employment benefit is a double trigger, meaning that the change of control must be coupled with the officer’s termination from service within a certain period of time after the change of control to trigger a payment or accelerated right. A double trigger for the post-employment benefit payment was selected because, unless the named executive officer’s employment is terminated after the change in control, the acquiring entity will continue to pay the named executive officer's salary and annual bonus. See the Narrative Disclosures of Termination and Change of Control Payments discussion below for additional information on these post-employment payments. The change of control provisions in the deferred compensation plans are single trigger, meaning that the change of control event alone triggers either a payment or an acceleration of certain rights. This reflects our intent that the named executive officers have the ability to vote those shares upon any proposed transaction since the amounts are already vested, and to ensure that the named executive officers receive deferred compensation they earned prior to the change of control. See the Narrative Disclosures of Termination and Change of Control Payments discussion below for additional information on these post-employment payments.

  23. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE

  24. 2025 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Equity Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(1) | Total ($) | | Paul C. Saville | 2025 | $2,475,000 | $— | $494,875 | $23,300 | $2,993,175 | | Executive Chairman | 2024 | $2,368,750 | $— | $2,308,330 | $14,200 | $4,691,280 | | of the Board | 2023 | $2,257,500 | $— | $2,257,500 | $13,200 | $4,528,200 | | Eugene J. Bredow | 2025 | $1,437,500 | $— | $287,427 | $23,300 | $1,748,227 | | President and Chief | 2024 | $1,162,500 | $— | $1,132,848 | $14,200 | $2,309,548 | | Executive Officer | 2023 | $875,000 | $— | $875,000 | $13,200 | $1,763,200 | | Daniel D. Malzahn | 2025 | $763,750 | $— | $152,711 | $23,300 | $939,761 | | Senior Vice President, Chief | 2024 | $719,500 | $— | $701,148 | $14,200 | $1,434,848 | | Financial Officer and Treasurer | 2023 | $682,250 | $— | $682,250 | $13,200 | $1,377,700 | | Matthew B. Kelpy | 2025 | $408,825 | $— | $81,744 | $23,300 | $513,869 | | Vice President and Chief | 2024 | $392,175 | $— | $382,172 | $14,200 | $788,547 | | Accounting Officer | 2023 | $374,750 | $— | $374,750 | $13,200 | $762,700 |

  25. 2025 SUMMARY COMPENSATION TABLE

    1."All Other Compensation" includes amounts contributed to our employee stock ownership plan for the respective plan year, a matching contribution made to our 401(k) plan and personal digital protection services.

  26. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

  27. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | | | | | Option Awards | | | | | Name | Award Type (a) | Grant Date | Ratable vesting on each of December 31, | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Paul C. Saville | T | 05/10/18 | 2020, 2021, 2022, 2023 | 25,000 | — | $3,022.99 | 05/09/28 | | | P | 05/10/18 | 2020, 2021, 2022, 2023 | 25,000 | — | $3,022.99 | 05/09/28 | | | T | 05/04/22 | 2024, 2025, 2026, 2027 | 6,875 | 6,875 | $4,475.53 | 05/03/32 | | | P | 05/04/22 | 2024, 2025, 2026, 2027 | 6,875 | 6,875 | $4,475.53 | 05/03/32 | | Eugene J. Bredow | T | 05/10/18 | 2020, 2021, 2022, 2023 | 6,800 | — | $3,022.99 | 05/09/28 | | | P | 05/10/18 | 2020, 2021, 2022, 2023 | 6,800 | — | $3,022.99 | 05/09/28 | | | T | 05/04/22 | 2024, 2025, 2026, 2027 | 3,175 | 3,175 | $4,475.53 | 05/03/32 | | | P | 05/04/22 | 2024, 2025, 2026, 2027 | 3,175 | 3,175 | $4,475.53 | 05/03/32 | | Daniel D. Malzahn | T | 05/10/18 | 2020, 2021, 2022, 2023 | 8,200 | — | $3,022.99 | 05/09/28 | | | P | 05/10/18 | 2020, 2021, 2022, 2023 | 8,200 | — | $3,022.99 | 05/09/28 | | | T | 05/04/22 | 2024, 2025, 2026, 2027 | 2,262 | 2,263 | $4,475.53 | 05/03/32 | | | P | 05/04/22 | 2024, 2025, 2026, 2027 | 2,262 | 2,263 | $4,475.53 | 05/03/32 | | Matthew B. Kelpy | T | 05/04/22 | 2024, 2025, 2026, 2027 | 500 | 500 | $4,475.53 | 05/03/32 | | | P | 05/04/22 | 2024, 2025, 2026, 2027 | 500 | 500 | $4,475.53 | 05/03/32 |

  28. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    (a)"Award Type" refers to the type of stock option award. "T" represents time-based options where the vesting is based on continued service through the vesting dates in the column labeled "Ratable vesting on each of December 31." "P" represents performance options where the vesting is based on continued service through the vesting dates and NVR’s return on capital performance during the three year period ended December 31 of the first year listed in the column labeled "Ratable vesting on each of December 31." For performance-based options, the amount disclosed is based on the target number of options, which is the same as the maximum. See the Equity-Based Compensation section in our Compensation Discussion and Analysis above. .

  29. 2025 OPTION EXERCISES AND STOCK VESTED

    2025 OPTION EXERCISES AND STOCK VESTED

  30. 2025 OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | | Matthew B. Kelpy | 600 | $3,154,098 |

  31. 2025 OPTION EXERCISES AND STOCK VESTED

    (1)The value realized is calculated based on the difference between the market price of Common Stock on the date of exercise and the respective exercise price, multiplied by the number of options exercised.

  32. 2025 NON-QUALIFIED DEFERRED COMPENSATION TABLE

    2025 NON-QUALIFIED DEFERRED COMPENSATION TABLE

  33. 2025 NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings (Losses) in Last FY ($)(a) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Paul C. Saville | | | | | | | Plan 1 (b) | — | — | $(93,826,103) | — | $772,180,366 | | Plan 2 (c) | — | — | $(688,299) | — | $5,664,637 | | Eugene J. Bredow | — | — | — | — | — | | Daniel D. Malzahn | — | — | — | — | — | | Matthew B. Kelpy | — | — | — | — | — |

  34. 2025 NON-QUALIFIED DEFERRED COMPENSATION TABLE

    (a)Represents unrealized earnings (losses) in the market value of the Common Stock held in the officer’s deferred compensation account during 2025. We have never paid dividends. (b)Mr. Saville deferred a total of $15,995,411 of earned compensation prior to 2004, all of which was previously reported in our proxy statements. This earned compensation has been “at risk” since the deferral prior to 2004. The growth in the balance is solely from the appreciation in our Common Stock since the dates of deferral. (c)Mr. Saville deferred a total of $600,000 of earned compensation during 2006, all of which was previously reported in our proxy statements. The growth in the balance is solely from the appreciation in our Common Stock since the dates of deferral.

  35. Narrative to the 2025 Non-Qualified Deferred Compensation Table

    Narrative to the 2025 Non-Qualified Deferred Compensation Table We have two deferred compensation plans, which we refer to as Plan 1 and Plan 2 for purposes of this discussion. Plan 1, which we adopted on December 15, 1999, was closed for new contributions effective December 31, 2004. Each of the named executive officers, solely at their election, may defer 100% of any earned salary or bonus into Plan 2, which we adopted on December 15, 2005. Stock option gains are prohibited by law from being deferred. Our deferred compensation plans are structured as follows: •Amounts deferred are invested in a fixed number of shares of our Common Stock, which is purchased on the open market at fair market value; •We own the shares of Common Stock in a Rabbi Trust, which makes the payment of our obligations under the deferred compensation plans risk-free for NVR – the cost of the plans does not increase as the value of the Common Stock increases; •Our Common Stock is the only investment choice; •All amounts placed in the deferred compensation plan are amounts already earned by the named executive officer; •We do not make employer contributions to the deferred compensation accounts; •Earnings on deferred amounts solely represent changes in the market value of the shares of our Common Stock held in the account; •We do not provide for a minimum return or guarantee a minimum payout amount; •Amounts deferred are “at risk” investments for the named executive officer; and •Amounts deferred cannot be distributed to the named executive officer until the named executive officer’s termination of service. The deferral period expires for Plan 1 at the named executive officer’s termination of service, and expires for Plan 2 six months after the named executive officer’s termination of service in accordance with Code Section 409A. See the Tax Deductibility of Compensation section in our Compensation Discussion and Analysis for further discussion of the tax deductibility of deferred compensation.

  36. Pay Ratio

    Pay Ratio Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Act, presented below is the ratio of annual total compensation of our CEO to the annual total compensation of our median employee (excluding our CEO). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u). In identifying our median employee, we calculated the total cash compensation paid to each of our employees for the 10-month period ended October 31, 2025. Total cash compensation for these purposes included base salary and wages, and, if applicable, bonus and commissions and was calculated using internal payroll records. We selected the median employee based on approximately 6,900 active full-time and part-time employees of NVR and its subsidiaries as of October 31, 2025. We did not include the compensation of employees hired in 2025 who did not work the full year for purposes of this calculation. The 2025 annual total compensation as determined under Item 402 of Regulation S-K (“Item 402 Compensation”) for our CEO was $1,748,227. The 2025 Item 402 Compensation for our median employee was $88,431. The ratio of our CEO’s Item 402 Compensation to our median employee’s Item 402 Compensation for fiscal year 2025 is approximately 20 to 1. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  37. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  38. PAY VERSUS PERFORMANCE

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year Ended December 31, | Summary Compensation Table (SCT) Total For PEO 1 (Saville) | Compensation Actually Paid to PEO 1 (Saville) | SCT Total For PEO 2 (Bredow) | Compensation Actually Paid to PEO 2 (Bredow) | Average SCT Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income (in thousands) | Annual Return on Capital | | | (1) | (2) | (1) | (2) | (3) | (2) (3) | | (4) | | | | 2025 | | | $1,748,563 | $(9,128,987) | $1,482,445 | $(9,523,767) | $178.8 | $214.6 | $1,339,816 | 27.1% | | 2024 | | | $2,309,548 | $13,911,634 | $2,304,892 | $14,044,008 | $200.5 | $213.3 | $1,681,928 | 29.7% | | 2023 | | | $1,763,200 | $32,116,820 | $2,222,867 | $37,928,778 | $171.6 | $213.8 | $1,591,611 | 29.4% | | 2022 | $42,887,000 | $16,235,913 | $19,289,010 | $12,737,646 | $8,525,859 | $(47,615) | $113.1 | $118.8 | $1,725,575 | 40.2% | | 2021 | $4,162,400 | $62,621,400 | | | $1,154,088 | $18,937,729 | $144.8 | $152.1 | $1,236,719 | 26.7% |

  39. PAY VERSUS PERFORMANCE

    (1) Paul C. Saville was our principal executive officer (PEO) until May 4, 2022, when he was appointed Executive Chairman of the Board. Eugene J. Bredow has been our PEO since May 4, 2022. (2) The dollar amounts included in this column represent the amount of "compensation actually paid" as computed in accordance with Item 402(v) of Regulation S-K, and do not reflect the actual compensation earned by or paid to the applicable NEO during the applicable year, given that the substantial majority of this amount relates to unvested stock options which could not have been exercised during the period in which it is included in this measure. For all periods presented, the amounts deducted from the Summary Compensation Table consisted of the grant-date fair value of equity awards granted in the respective year. The amounts added to the Summary Compensation Table totals consisted of the fair value as of the end of the year of equity grants made in that year, the change in Black-Scholes fair value of unvested equity awards granted in prior years and the change in Black-Scholes fair value of equity awards vesting in the year presented. These amounts for our PEO in each of the respective years are presented in the table below:

  40. PAY VERSUS PERFORMANCE

    | Fiscal Year Ended December 31, | Summary Compensation Table (SCT) Total For PEO | Grant date FV reported in the SCT | FV as of end of year of all unvested awards granted during year | Change in FV of awards granted in prior years that are outstanding and unvested | Change in FV of awards granted in prior years that vested during year | Compensation Actually Paid to PEO | | 2025 | $1,748,563 | $— | $— | $(7,276,560) | $(3,600,990) | $(9,128,987) | | 2024 | $2,309,548 | $— | $— | $8,726,615 | $2,875,471 | $13,911,634 | | 2023 | $1,763,200 | $— | $— | $22,702,838 | $7,650,782 | $32,116,820 | | 2022 - Bredow | $19,289,010 | $(17,989,042) | $19,686,588 | $(3,966,542) | $(4,282,368) | $12,737,646 | | 2022 - Saville | $42,887,000 | $(38,952,650) | $42,628,438 | $(14,582,875) | $(15,744,000) | $16,235,913 | | 2021 | $4,162,400 | $— | $— | $39,205,875 | $19,253,125 | $62,621,400 |

  41. PAY VERSUS PERFORMANCE

    The average of these amounts for the Non-PEO NEOs is presented in the table below:

  42. PAY VERSUS PERFORMANCE

    | Fiscal Year Ended December 31, | Average SCT Total for Non-PEO NEOs | Grant date FV reported in the SCT | FV as of end of year of all unvested awards granted during year | Change in FV of awards granted in prior years that are outstanding and unvested | Change in FV of awards granted in prior years that vested during year | Average Compensation Actually Paid to Non-PEO NEOs | | 2025 | $1,482,445 | $— | $— | $(7,362,880) | $(3,643,332) | $(9,523,767) | | 2024 | $2,304,892 | $— | $— | $8,829,834 | $2,909,282 | $14,044,008 | | 2023 | $2,222,867 | $— | $— | $22,971,043 | $12,734,868 | $37,928,778 | | 2022 | $8,525,859 | $(7,549,732) | $8,262,384 | $(5,142,664) | $(4,143,462) | $(47,615) | | 2021 | $1,154,088 | $— | $— | $12,393,203 | $5,390,438 | $18,937,729 |

  43. PAY VERSUS PERFORMANCE

    (3) In 2025, 2024 and 2023, the non-PEO NEOs were Paul C. Saville, Daniel D. Malzahn and Matthew B. Kelpy. In 2022, the non-PEO NEOs were Messrs. Malzahn, Kelpy and Paul W. Praylo. In 2021, the non-PEO NEOs were Messrs. Malzahn, Bredow, Kelpy and Praylo. (4) The peer group total shareholder return presented represents the cumulative total shareholder return of the Dow Jones US Home Construction Index since December 31, 2020 through each of the following period ends.

  44. The Relationships Between "Compensation Actually Paid" (1) and NVR Measures of Financial Performance

    The Relationships Between "Compensation Actually Paid" (1) and NVR Measures of Financial Performance Background Homebuilding is a cyclical business with long project life cycles. Our executive compensation program is structured to focus our executives on long-term performance, not short-term quarterly or annual performance. For over 30 years, our compensation philosophy has remained consistent and has focused our management team on long-term maximization of shareholder value, as demonstrated by our 30 year total shareholder return of 72,828%, compared to the S&P 500 Index total shareholder return of 1,818% during the same period. In our 1996 proxy statement, when our stock price was under $10 per share, we stated that our executive compensation philosophy “includes performance based compensation which effectively aligns the interests of management with those of the Company’s shareholders. The total compensation package is structured to effectively achieve the mutually beneficial goals of retaining experienced senior executives and aligning senior executive compensation with the creation of long-term shareholder value.” That compensation philosophy remains in place today. The consistency in our compensation philosophy is clear, and so is the alignment with shareholders, as demonstrated by the December 31, 2025 closing price of $7,292.77 per share. This compensation philosophy has also achieved the goal of retaining experienced senior executives, as the average NVR experience of our senior executives is 21 years. Approximately 85% of our named executive officers' compensation is at risk, and the substantial majority of our named executive officers’ compensation is in the form of stock options with long-term vesting. Our periodic option grants to named executive officers do not begin to vest until the end of the third year following the grant date, and vest 25% each year from that point until the end of the sixth year following the grant date. This vesting schedule is substantially longer than that of our peer group and most companies. 50% of the vesting for our stock option grants is subject to a performance metric, NVR's return on capital relative to our peer group. The most significant driver of "compensation actually paid" to our PEO and other NEOs is the change in our stock price from the grant date to the vesting date. We believe this relationship benefits shareholders by motivating our executives to drive long-term increases in shareholder value. Given our long term vesting schedule, grants made in 2022 impact the 2025 "compensation actually paid" presented in the table above. As a result, "compensation actually paid" in each individual year presented will be highly variable as it is almost entirely driven by the change in the Black-Scholes value of stock options from the beginning of the year to the end of the year. Our compensation for all of our executive officers is simple, consisting of: a.moderate target cash compensation (base salary and an annual incentive bonus capped at 100% of base salary); b.significant long-term equity incentives in the form of stock options granted periodically; and c.the same personal benefits for which all of our employees are eligible. Accordingly, our PEO’s "compensation actually paid" is highly correlated to that of the remaining NEOs. In periods where our stock price performs strongly, our PEO and the remaining NEOs will each have higher "compensation actually paid" (as defined in Item 402(v) of Regulation S-K). In periods where our stock price declines, our PEO and the remaining NEOs will have lower "compensation actually paid." We believe this provides 100% alignment between the interests of our named executive officers and our shareholders. Relationship between "compensation actually paid" and our cumulative TSR The relationship between "compensation actually paid" and our TSR is simple. "Compensation actually paid" to all of our NEOs is highly correlated to our TSR over the vesting period of our equity grants. For example, in 2025, the "compensation actually paid" to our PEO and the remaining NEOs was negative, driven by the decrease in the Black-Scholes fair value of stock options. Our long-term vesting and the use of stock options ensures that our NEOs’ long-term interests are aligned with our shareholders’ interests. Our NEOs must drive long-term shareholder value to realize the substantial majority of their compensation. That alignment is demonstrated by the change in our share price over the long-term. (1) The "compensation actually paid" presented in this section is as computed in accordance with Item 402(v) of Regulation S-K, and does not reflect the actual compensation earned by or paid to the applicable NEO during the applicable year, given that the substantial majority of this amount relates to unvested stock options which could not have been exercised during the period in which it is included in this measure. Relationship between "compensation actually paid" and net income and return on capital The other two measures presented in our pay versus performance table are net income and return on capital. We believe that long-term shareholder value is driven in large part by growth in net income. Over the five year period, our net income grew and our return on capital metric was the highest in our peer group. Our goal is to deliver industry leading rates of return and growth in net income (and earnings per share) over the long term, and we believe by focusing on this long-term net income growth, we will maximize shareholder value. The return on capital metric (over a three year performance period) represents our performance metric for vesting of performance-based options, and requires us to outperform the peer group. 50% of each option grant to our NEOs is subject to the return on capital performance condition, and this component of NEO compensation only vests at the target level if our three year return on capital is in the top 25% of our peer group. We believe return on capital is an important metric for us and our shareholders due to the capital intensive nature of the homebuilding business. "Compensation actually paid" in any given year does not correlate strongly with the changes in net income or return on capital due to the cyclical nature of the homebuilding industry, and the fact that the substantial majority of compensation is in the form of long-term stock options. Our "compensation actually paid" has been higher in years where our share price performed well, and lower in years where our share price declined. Relationship between our TSR and the peer group TSR for the three most recently completed fiscal years The peer group TSR in the current year represents the cumulative shareholder return of the Dow Jones US Home Construction Index from December 31, 2020 through and including the last day of each applicable fiscal year presented in the table. During the last five fiscal years, our TSR performance lagged the peer group TSR. We believe our lot acquisition strategy avoids the risks associated with land ownership and development, which historically has resulted in significant outperformance relative to the peer group during cyclical downturns. With the overall cumulative strength of the homebuilding industry during the last five years, our TSR performance has lagged our peer group compared to measurement periods which include a cyclical downturn (like the 2006-2011 housing downturn, where we were the only publicly traded homebuilder that remained profitable). Over the long term, our strategy is the key driver of our strong balance sheet, which over the long term maximizes shareholder value in our cyclical industry, as demonstrated by our 20 year TSR leading the peer group. Most important financial performance measures to link "compensation actually paid" to our company performance during the last fiscal year

  45. The Relationships Between "Compensation Actually Paid" (1) and NVR Measures of Financial Performance

    During 2025, the most important financial performance measures to link "compensation actually paid" to our company performance were: •Total Shareholder Return •Consolidated Pre-Tax Profit •New Orders •Return on Capital •Return on Equity •Diluted Earnings Per Share

  46. 2025 DIRECTOR COMPENSATION TABLE

    2025 DIRECTOR COMPENSATION TABLE

  47. 2025 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($)(b) | Option Awards ($) (c) | Total ($) | | Paul C. Saville (a) | $— | $— | $— | | C. E. Andrews | $103,000 | $— | $103,000 | | Sallie B. Bailey | $83,000 | $— | $83,000 | | Michael J. DeVito | $41,500 | $813,813 | $855,313 | | Thomas Eckert (d) | $29,050 | | $29,050 | | Alfred E. Festa | $106,000 | $— | $106,000 | | Alexandra A. Jung | $83,000 | $— | $83,000 | | Mel Martinez | $83,000 | $— | $83,000 | | George R. Oliver | $20,750 | $812,981 | $833,731 | | David A. Preiser | $91,000 | $— | $91,000 | | W. Grady Rosier | $83,000 | $— | $83,000 | | Susan Williamson Ross | $106,000 | $— | $106,000 |

  48. 2025 DIRECTOR COMPENSATION TABLE

    (a)Our Executive Chairman Mr. Saville is also one of our named executive officers and receives no additional compensation for his service as a director. His compensation as a named executive officer is disclosed above in the Summary Compensation Table. (b)During 2025, directors were paid the following compensation:

  49. 2025 DIRECTOR COMPENSATION TABLE

    | Annual Board Retainer | $75,000 | | Annual Committee Retainer (excludes Executive Committee) | $8,000 | | Annual Audit Committee Chair Fee | $20,000 | | Annual Compensation Committee Chair Fee | $15,000 | | Annual Nominating Committee Chair Fee | $15,000 |

  50. 2025 DIRECTOR COMPENSATION TABLE

    Reasonable incidental travel and out-of-pocket business expenses are reimbursed as incurred in accordance with the policies to which all of our named executive officers and employees are subject. (c)Mr.DeVito and Mr. Oliver were appointed to the Board effective July 1, 2025 and October 1, 2025, respectively. The option award amount disclosed represents the aggregate grant date fair value of the stock option grants made on those dates in accordance with FASB ASC Topic 718. The stock options will vest in 25% increments on December 31, 2027, 2028, 2029 and 2030. The vesting for the stock options is based solely on continued service as a Director. (d)Mr. Eckert was a director through the date of the 2025 Annual Meeting, and did not stand for reelection.

  51. Narrative Disclosure to Director Compensation Table

    Narrative Disclosure to Director Compensation Table We compensate non-employee directors for their service on our Board with a combination of cash and periodic equity awards, the amounts of which are commensurate with their role and involvement. In 2025, no changes were made to our director cash compensation and no equity awards were made, except for grants to new directors. The grants to Messrs. DeVito and Oliver are intended to be 4-year grants and the $812,000 target value of such grants was consistent with the value of the 2022 grants made to our then-serving directors. Based on the competitive market data provided by Aon Consulting in 2022, NVR's total director compensation was around the 75th percentile of the general industry, with a higher weighting of compensation in long-term equity compensation. We believe that weighting the compensation of our directors heavily towards long-term equity compensation serves to further align the interests of our directors and shareholders. The following table sets forth the outstanding stock option awards for our directors at December 31, 2025, excluding Mr. Saville’s outstanding awards, which are disclosed in the Outstanding Equity Awards at December 31, 2025 table for the named executive officers:

  52. Narrative Disclosure to Director Compensation Table

    | | | | Option Awards | | | | | Name | Grant Date (a) | Ratable vesting on each of December 31, | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | C.E. Andrews | 05/10/2018 | 2020, 2021, 2022, 2023 | 1,000 | — | $3,022.99 | 05/09/28 | | | 05/04/2022 | 2024, 2025, 2026, 2027 | 287 | 287 | $4,475.53 | 05/03/32 | | Sallie B. Bailey | 02/21/2020 | 2022, 2023, 2024, 2025 | 820 | — | $4,037.77 | 02/20/30 | | | 05/04/2022 | 2024, 2025, 2026, 2027 | 287 | 287 | $4,475.53 | 05/03/32 | | Michael J. DeVito | 07/01/2025 | 2027, 2028, 2029, 2030 | — | 342 | $7,385.66 | 06/30/35 | | Alfred E. Festa | 05/10/2018 | 2020, 2021, 2022, 2023 | 1,000 | — | $3,022.99 | 05/09/28 | | | 05/04/2022 | 2024, 2025, 2026, 2027 | 287 | 287 | $4,475.53 | 05/03/32 | | Alexandra A. Jung | 12/03/2018 | 2021, 2022, 2023, 2024 | 930 | — | $2,450.00 | 12/02/28 | | | 05/04/2022 | 2024, 2025, 2026, 2027 | 287 | 287 | $4,475.53 | 05/03/32 | | Mel Martinez | 05/10/2018 | 2020, 2021, 2022, 2023 | 125 | — | $3,022.99 | 05/09/28 | | | 05/04/2022 | 2024, 2025, 2026, 2027 | 287 | 287 | $4,475.53 | 05/03/32 | | George R. Oliver | 10/01/2025 | 2027, 2028, 2029, 2030 | — | 338 | $8,034.66 | 09/30/35 | | David A. Preiser | 05/10/2018 | 2020, 2021, 2022, 2023 | 250 | — | $3,022.99 | 05/09/28 | | | 05/04/2022 | 2024, 2025, 2026, 2027 | 287 | 287 | $4,475.53 | 05/03/32 | | W. Grady Rosier | 05/10/2018 | 2020, 2021, 2022, 2023 | 1,000 | — | $3,022.99 | 05/09/28 | | | 05/04/2022 | 2024, 2025, 2026, 2027 | 287 | 287 | $4,475.53 | 05/03/32 | | Susan Williamson Ross | 07/28/2016 | 2018, 2019, 2020, 2021 | 858 | — | $1,700.00 | 07/27/26 | | | 05/10/2018 | 2020, 2021, 2022, 2023 | 1,000 | — | $3,022.99 | 05/09/28 | | | 05/04/2022 | 2024, 2025, 2026, 2027 | 287 | 287 | $4,475.53 | 05/03/32 |

  53. Narrative Disclosure to Director Compensation Table

    (a)The vesting for all unexercisable options in the table is based on continued service through the vesting dates.