DEF 14A of Lennar Corp /New/, Mar 1, 2023

DEF 14A of Lennar Corp /New/

Filed Mar 1, 2023 · FY20220001193125-23-055066

Open on EDGAR

  1. Directors

    Directors The following table introduces our Board of Directors (“Board”) .

  2. Directors

    | | | | | Current Committee Memberships | | | | | Director Nominee | Independent | Director Since | Audit | Compensation | Nominating & Corporate Governance | Executive | Independent Directors Transactions | | Amy Banse | ⬛ | 2021 | | ⬛ | ⬛ | | | | Rick Beckwitt | | 2018 | | | | | | | Theron (Tig) Gilliam | ⬛ | 2010 | ⬛* | ⬛ | | | ⬛ | | Sherrill W. Hudson | ⬛ | 2008 | ⬛* | ⬛ | | | | | Jonathan M. Jaffe | | 2018 (1) | | | | | | | Sidney Lapidus (2) | ⬛ | 1997 | | | | ⬛ | ⬛ | | Teri P. McClure | ⬛ | 2013 | | ⬛ | ⬛ | | | | Stuart Miller (3) | | 1990 | | | | ⬛ | | | Armando Olivera | ⬛ | 2015 | ⬛* | | ⬛ | | | | Jeffrey Sonnenfeld | ⬛ | 2005 | ⬛ | | ⬛ | | | | Meetings in fiscal 2022 | | | 11 | 5 | 4 | 0 | 0 |

  3. Directors

    | ⬛ Chair |

  4. Directors

    | Audit committee financial expert* |

  5. Directors

    | Mr. Jaffe also was a director from 1997-2004(1) |

  6. Directors

    | Lead Director since 2005(2) |

  7. Directors

    | Executive Chair since 2018(3) |

  8. Compensation Highlights

    | Name | Salary ($) | Stock Awards ($) | Annual Cash Incentive Awards ($) | Total ($) | | Stuart Miller | 1,000,000 | 26,499,994 | 7,000,000 | 34,499,994 | | Executive Chairman | | | | | | Rick Beckwitt | 800,000 | 23,199,948 | 6,000,000 | 29,999,948 | | Co-Chief Executive Officer and Co-President | | | | | | Jonathan M. Jaffe | 800,000 | 23,199,948 | 6,000,000 | 29,999,948 | | Co-Chief Executive Officer and Co-President | | | | | | Diane Bessette | 750,000 | 2,250,595 | 3,000,000 | 6,000,595 | | Vice President, Chief Financial Officer and Treasurer | | | | | | Jeff McCall | 750,000 | 1,750,862 | 2,625,000 | 5,125,862 | | Executive Vice President | | | | | | Mark Sustana | 500,000 | 1,350,447 | 1,200,000 | 3,050,447 | | Vice President, General Counsel and Secretary | | | | |

  9. Nominees for Election

    Nominees for Election

  10. Nominees for Election

    | | | | | | Amy Banse Age: 63 Director Since: 2021 Independent | Committees • Compensation • Nominating and Corporate Governance | | Professional Experience Ms. Banse is a Venture Partner with Mastry, an early stage venture capital fund. Ms. Banse previously served as executive vice president, Comcast Corporation, a global media and technology company, and as managing director and head of funds at Comcast Ventures LLC from August 2011 to September 2020. Under her leadership, Comcast Ventures grew the size and diversity of its portfolio, making it one of the country’s most active corporate venture arms, investing in early-and later-stage companies across a wide spectrum of industries, including commerce, digital media, cybersecurity, SaaS, enterprise, and autonomous vehicles. From 2005 to 2011, Ms. Banse was senior vice president, Comcast Corporation and president, Comcast Interactive Media, a division of Comcast responsible for developing online strategy and operating the company’s digital properties. In this role, she drove the acquisition of a number of digital properties, including Fandango, and, together with her team, oversaw the development of Xfinity TV. During her tenure at Comcast beginning in 1991, Ms. Banse held various positions at the company, including content development, programming investments and overseeing the development and acquisition of Comcast’s cable network portfolio. Earlier in her career, Ms. Banse was an associate at Drinker, Biddle & Reath LLP. Qualifications The Board nominated Ms. Banse to serve as a director because of her experience with digital media and technology, her strategic and financial expertise, and her executive leadership experience. | | Other Boards • Adobe, Inc. • On Holding AG • The Clorox Company |

  11. Nominees for Election

    | | | | | | Rick Beckwitt Age: 63 Director Since: 2018 | Committees • None | | Professional Experience Mr. Beckwitt has served as our Co-Chief Executive Officer and Co-President since November 2020, and, prior to that, our Chief Executive Officer from April 2018 to November 2020. Before that time, Mr. Beckwitt served as our President from April 2011 to April 2018, and our Executive Vice President from 2006 to 2011. Qualifications The Board nominated Mr. Beckwitt to serve as a director because he has extensive knowledge of the homebuilding industry and our Company’s operations and strategic plans. | | Other Boards • Eagle Materials Inc. • previously, Five Point Holdings, LLC |

  12. Nominees for Election

    | | | | | | Tig Gilliam Age: 58 Director Since: 2010 Independent | Committees • Audit (financial expert) • Compensation • Independent Directors Transactions | | Professional Experience Mr. Gilliam has served as Chief Executive Officer of NES Fircroft (formerly known as NES Global Talent), a global talent solutions company, since November 2014. Mr. Gilliam was previously a Managing Director and Operating Partner of AEA Investors LP, a private equity firm, from November 2013 to November 2014, and the Regional Head of North America and member of the Executive Committee at Addeco Group SA, a human resources, temporary staffing, and recruiting firm, from March 2007 until July 2012. From 2002 until he joined Addeco, Mr. Gilliam was with International Business Machines (“IBM”), serving, among other things, as the Global Supply Chain Management Leader for IBM Global Business Services. Mr. Gilliam was a partner with PricewaterhouseCoopers Consulting until it was acquired by IBM in October 2002. Qualifications The Board nominated Mr. Gilliam to serve as a director because of his expertise in matters related to supply chain management and human resources. | | Other Boards • GMS, Inc. |

  13. Nominees for Election

    | | | | | | Sherrill W. Hudson Age: 80 Director Since: 2008 Independent | Committees • Audit (chair, financial expert) • Compensation | | Professional Experience Mr. Hudson served on the Board of TECO Energy, Inc., an energy-related holding company, from January 2003 until July 2016. Previously, Mr. Hudson was Executive Chairman of TECO Energy from August 2010 to December 2012, and Chairman and Chief Executive Officer of TECO Energy from 2004 until August 2010. Prior to joining TECO Energy in July 2004, Mr. Hudson spent 37 years with Deloitte & Touche LLP until he retired in 2002. Mr. Hudson is a member of the Florida Institute of Certified Public Accountants. Qualifications The Board nominated Mr. Hudson to serve as a director because of his extensive knowledge of accounting and his management experience. | | Other Boards • CBIZ, Inc. • United Insurance Holdings Corp. |

  14. Nominees for Election

    | | | | | | Jonathan M. Jaffe Age: 63 Director Since: 2018 (also a director from 1997 to 2004) | Committees • None | | Professional Experience Mr. Jaffe has served as our Co-Chief Executive Officer and Co-President since November 2020, and, prior to that, served as our President from April 2018 to November 2020. Mr. Jaffe served as our Chief Operating Officer from December 2004 to January 2019, and he continues to have responsibility for the Company’s operations nationally. Previously, Mr. Jaffe served as Vice President of Lennar from 1994 to April 2018, and prior to then, he served as a Regional President in our Homebuilding operations. Qualifications The Board nominated Mr. Jaffe to serve as a director because he has extensive knowledge of the homebuilding industry and our Company’s operations and strategic plans. | | Other Boards • Opendoor Technologies Inc. • previously, Five Point Holdings, LLC |

  15. Nominees for Election

    | | | | | | Sidney Lapidus Age: 85 Director Since: 1997 Lead Director Since: 2005 Independent | Committees • Independent Directors Transactions (chair) • Executive | | Professional Experience Mr. Lapidus is a retired partner of Warburg Pincus LLC, a private equity investment firm, where he was employed from 1967 until his retirement in 2007. Qualifications The Board nominated Mr. Lapidus to serve as a director because of the extensive knowledge of business enterprises (including homebuilding companies) and corporate governance he gained as a partner in a private equity investment firm and as a director of a number of publicly- and privately-owned companies. | | Other Boards • Mr. Lapidus serves on the boards of a number of non-profit organizations • previously, Knoll, Inc. |

  16. Nominees for Election

    | | | | | | Teri P. McClure Age: 59 Director Since: 2013 Independent | Committees • Compensation (chair) • Nominating and Corporate Governance | | Professional Experience From 1995 until her retirement in 2019, Ms. McClure worked at United Parcel Service (“UPS”), serving most recently as Chief Human Resources Officer and Senior Vice President, Labor. Ms. McClure has served in various positions at UPS, including Chief Legal, Communications and Compliance Officer, and, prior to that, Senior Vice President of Legal, Compliance and Public Affairs, General Counsel and Corporate Secretary. Before joining UPS, Ms. McClure practiced with the Troutman Sanders law firm in Atlanta. Qualifications The Board nominated Ms. McClure to serve as a director because of her long tenure as a senior executive of a Fortune 100 company, strong operational capabilities and broad business experience. | | Other Boards • Fluor Corporation • GMS Inc. • JetBlue Airways Corporation |

  17. Nominees for Election

    | | | | | | Stuart Miller Age: 65 Director Since: 1990 Executive Chairman Since: 2018 | Committees • Executive | | Professional Experience Mr. Miller has served as our Executive Chairman since April 2018. Before that time, Mr. Miller served as our Chief Executive Officer from 1997 to April 2018 and our President from 1997 to April 2011. Before 1997, Mr. Miller held various executive positions with us. Qualifications The Board nominated Mr. Miller to serve as a director because he has extensive knowledge of the homebuilding industry, he has been in executive leadership positions at the Company for decades and he is able to define the Company’s strategy and future priorities. | | Other Boards • Doma Holdings, Inc. • Five Point Holdings, LLC |

  18. Nominees for Election

    | | | | | | Armando Olivera Age: 73 Director Since: 2015 Independent | Committees • Audit (financial expert) • Nominating and Corporate Governance |

  19. Nominees for Election

    | Professional Experience Mr. Olivera was President of Florida Power & Light Company (“FPL”), a subsidiary of NextEra Energy, Inc. and one of the largest investor-owned electric utilities in the United States, from June 2003, and Chief Executive Officer from July 2008, until his retirement in May 2012. Mr. Olivera joined FPL in 1972. Prior to his 2003 appointment as President, Mr. Olivera served in a variety of management positions with FPL, including Vice President of Planning and Budgets, Vice President of Construction Services, System Operations and Distribution and Senior Vice President of System Operations. From 2012 to 2015, Mr. Olivera served as a Senior Advisor to Britton Hill Partners, a private equity firm. Mr. Olivera has been a Senior Advisor to Ridge-Lane Limited Partners, a strategic advisory firm, since 2017 and a Venture Partner in the Ridge-Lane Sustainability Practice from 2018 to 2021. Qualifications The Board nominated Mr. Olivera to serve as a director because of his experience and understanding of operations and finance as well as his strong business leadership skills. | Other Boards • Consolidated Edison, Inc. • Fluor Corporation |

  20. Nominees for Election

    | | | | | | Jeffrey Sonnenfeld Age: 68 Director Since: 2005 Independent | Committees • Audit • Nominating and Corporate Governance (chair) | | Professional Experience Mr. Sonnenfeld has served as the Senior Associate Dean for Executive Programs and the Lester Crown Professor-in-the-Practice of Management at the Yale School of Management since 2001. In 1989, Mr. Sonnenfeld founded the Chief Executive Leadership Institute of Yale University, the world’s first “CEO College,” and he has served as its President since that time. Previously, Mr. Sonnenfeld spent ten years as a professor at the Harvard Business School. Recently, Mr. Sonnenfeld was named by Business Week as one of the world’s “ten most influential business school professors.” He has chaired several blue ribbon commissions for the National Association of Corporate Directors, and the NACD’s Directorship magazine recently named him one of the “100 most influential figures in governance.” He was awarded the Ellis Island Medal in 2018 by the US Ellis Island Foundation, and awarded many scholarly honors for the impact of his many research articles on leadership and governance matters. In addition to his post as a regular commentator for CNBC, he is a columnist for Fortune, a regular commentator on PBS’s “Nightly Business Report,” and a frequently cited management expert in the global media. Mr. Sonnenfeld’s columns also regularly appear in The Wall Street Journal, Forbes, The Washington Post, Politico, and the New York Times. Qualifications The Board nominated Mr. Sonnenfeld to serve as a director because of his business acumen and experience, as well as his exceptional work in the areas of corporate governance and leadership development as President of the Chief Executive Leadership Institute of Yale University. | | Other Boards • IEX Group Investors Exchange • Atlas Merchant Capital |

  21. Risk Management

    | • | We conduct an annual comprehensive analysis of peer group compensation and refer to broader market-based benchmarking studies to evaluate how our compensation program compares. |

  22. Risk Management

    | • | A high percentage of our overall pay mix to senior management and key associates is equity-based, which creates an incentive to generate long-term appreciation of stockholder value. |

  23. Risk Management

    | • | The Compensation Committee may use negative discretion to adjust annual incentive compensation downward when warranted. |

  24. Risk Management

    | • | Service-based equity awards granted to our executive officers vest over a three-year period, and performance-based equity awards granted to our executive officers vest after a three-year performance period, which mitigates the risk of excessive focus on short-term returns. |

  25. Director Compensation

    Director Compensation We maintain a compensation program for the non-management directors of the Board. Directors who are associates do not receive any additional compensation for their services as directors of the Company. In fiscal 2022, our compensation program for the non-management directors consisted of the following types and levels of compensation:

  26. Director Compensation

    | Type of pay | Amount ($) | Form | | Annual Equity Grant (1) | $135,000 | Shares of Class A common stock | | Annual Retainer | $140,000 | 50% in cash, and 50% in shares of Class A common stock | | Audit Committee Members | $25,000 | Cash | | Audit Committee Chair | $30,000 | Cash | | Compensation Committee Members | $15,000 | Cash | | Compensation Committee Chair | $20,000 | Cash | | NCG Committee Members | $10,000 | Cash | | NCG Committee Chair | $20,000 | Cash | | Lead Director | $75,000 | Cash |

  27. Director Compensation

    | Share value of $135,000 is based on the closing price of the stock on the date of grant, April 12, 2022 ($76.51).(1) |

  28. Director Compensation

    Annual Equity Grant At the time of each annual meeting, each non-management director receives a grant of shares of our Class A common stock. Directors are permitted to sell 50% of that stock at any time, but must hold the remaining stock until the second anniversary of the grant date. Retainer and Committee Fees Paid in Cash Fifty percent of the annual retainer, and the committee fees and lead director fee, are paid in quarterly cash installments. Non-management directors are also reimbursed for incidental expenses arising from their attendance at Board meetings and committee meetings. Compensation Deferral A director may elect to defer payment of both the cash and stock portion of the annual retainer and committee and lead director fees until the year the director ceases to serve on our Board or the director’s death. If a director makes this election, a number of phantom shares of Class A common stock with a value equal to the amount of the deferred retainer and fees is credited to the director’s deferred compensation account each quarter. These phantom shares accrue dividend-equivalents, which are credited to the director’s account and treated as though they were used to purchase additional shares of Class A common stock. When a director’s deferred compensation account terminates, the director will receive cash equal to the value of the number of phantom shares of Class A common stock and, if applicable, any, phantom shares of Class B common stock credited to the director’s account. That value is determined by multiplying the number of phantom shares by the closing price of the applicable common stock on either the date of the director’s death or a specified date during the year of the director’s separation from service. Steve Gerard, a member of the Board since 2000, participated in the deferred compensation program until his death in April 2022. On April 12, 2022, the date of Mr. Gerard’s death, he had 49,755 phantom shares of Class A common stock and 388 phantom shares of Class B common stock in his deferred compensation account. On that date, the closing price of the Company’s Class A common stock and Class B common stock was $76.51 and $65.41, respectively. As a result, the Company paid $3,832,157 to settle Mr. Gerard’s deferred compensation account. For fiscal 2022, each of Messrs. Hudson, Lapidus, Olivera and Sonnenfeld elected to defer payment of both the cash and stock portions of their fees. During September 2021, Mr. Gilliam elected to terminate his participation in the deferred compensation program with respect to the cash portion of his Board and Committee fees, which termination was effective during the second quarter of fiscal 2022. Ms. McClure participated in the deferred compensation program until her termination in the program became effective in the second quarter of fiscal 2021.The table below sets forth the aggregate number of phantom shares of Class A common stock held by such directors in their respective deferred compensation accounts at November 30, 2022.

  29. Director Compensation

    | Name | Aggregate Number of Class A Shares of Phantom Stock Held in Deferred Compensation Account at November 30, 2022 | | Tig Gilliam | 39,147 | | Sherrill W. Hudson | 62,156 | | Sidney Lapidus | 60,426 | | Teri P. McClure (1) | 21,273 | | Armando Olivera | 21,850 | | Jeffrey Sonnenfeld | 53,526 |

  30. Director Compensation

    | The shares of phantom stock are shares that Ms. McClure received prior to terminating the deferral election.(1) |

  31. Director Compensation

    The following table sets forth information regarding the compensation of our non-management directors for fiscal 2022. Messrs. Miller, Beckwitt and Jaffe are omitted from the table as they do not receive any additional compensation for their service as directors. Compensation for these three executives is described in the Compensation Discussion and Analysis section of this proxy statement, which begins on page 25.

  32. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(1)(2) | All Other Compensation ($)(3) | Total ($) | | Amy Banse | 95,000 | 204,759 | 164 | 299,923 | | Steven L. Gerard (4) | 57,500 | 34,931 | 17,254 | 109,685 | | Tig Gilliam | 110,000 | 204,964 | 54,966 | 369,930 | | Sherrill W. Hudson | 115,000 | 204,964 | 85,332 | 405,296 | | Sidney Lapidus | 145,000 | 204,964 | 83,177 | 433,141 | | Teri P. McClure | 98,750 | 204,759 | 30,681 | 334,190 | | Armando Olivera | 105,000 | 204,964 | 29,578 | 339,542 | | Jeffrey Sonnenfeld | 108,750 | 204,964 | 72,818 | 386,532 |

  33. Director Compensation

    | Each of Messrs. Hudson, Lapidus, Olivera and Sonnenfeld decided to defer 100% of both the cash and stock portions of their annual retainer and committee fees. These amounts were credited in the form of phantom shares of Class A common stock to the directors’ respective deferred compensation accounts. Mr. Gilliam elected to terminate his participation in the deferred compensation program with respect to the cash portion of his Board and Committee fees, which termination became effective during the second quarter of fiscal 2022.(1) |

  34. Director Compensation

    | Name | Deferred Cash Fees ($) | Deferred Stock Awards ($) | Phantom Shares Credited to Account | | Tig Gilliam | 27,500 | 70,000 | 1,144 | | Sherrill W. Hudson | 115,000 | 70,000 | 2,215 | | Sidney Lapidus | 145,000 | 70,000 | 2,574 | | Armando Olivera | 105,000 | 70,000 | 2,096 | | Jeffrey Sonnenfeld | 108,750 | 70,000 | 2,146 |

  35. Director Compensation

    | Amount reflects (i) 50% of the annual retainer fee, payable in shares of Class A common stock, and (ii) the fair market value of the 1,764 shares of Class A common stock that constitute the annual equity grant. The annual equity grant award was made on April 12, 2022, to each of Ms. Banse, Mr. Gilliam, Mr. Hudson, Mr. Lapidus, Ms. McClure, Mr. Olivera, and Mr. Sonnenfeld and had a grant date fair value of $76.51 per share. These shares were fully vested upon issuance, but 50% of the shares are subject to a two-year minimum holding period.(2) |

  36. Director Compensation

    | With respect to Ms. Banse, the amount reflects cash in lieu of fractional shares relating to the quarterly annual retainer fees paid in stock. With respect to Mr. Gerard and Ms. McClure, the amount includes both cash in lieu of fractional shares relating to the quarterly annual retainer fee paid in stock, and dividend equivalents payable on phantom shares held in each of Mr. Gerard’s and Ms. McClure’s deferred compensation account that were received prior to termination of the deferral election. With respect to Messrs. Gilliam, Hudson, Lapidus, Olivera and Sonnenfeld, the amounts include dividend-equivalents payable on phantom shares held in the directors’ respective deferred compensation accounts. Deferred dividend equivalents are credited to the applicable director’s deferred compensation account in the form of additional phantom shares, calculated at the fair market value of a share of our Class A common stock on the dividend record dates. The table below sets forth the phantom shares credited to each participating director’s account from deferred dividend equivalents for fiscal 2022.(3) |

  37. Director Compensation

    | Name | Dividends Deferred ($) | Phantom Shares Credited to Account for Deferred Dividends | | Steven L. Gerard | 17,185 | 188 | | Tig Gilliam | 54,966 | 686 | | Sherrill W. Hudson | 85,332 | 1,065 | | Sidney Lapidus | 83,177 | 1,038 | | Teri McClure | 30,516 | 381 | | Armando Olivera | 29,578 | 370 | | Jeffrey Sonnenfeld | 72,818 | 909 |

  38. Director Compensation

    | Mr. Gerard received a prorated amount of deferred compensation for his period of service as a director during the year.(4) |

  39. Director Compensation

    Stock Ownership Requirements Our Board has adopted stock ownership guidelines establishing minimum equity ownership requirements for members of our Board. The purpose of the guidelines is to align the interests of directors with the interests of stockholders and to further promote our commitment to sound corporate governance. Under our stock ownership guidelines, a director is expected to own, by a date not later than five years after being elected as a director, shares of our common stock with a value equal to five times the annual director retainer. All of our directors are in compliance with these requirements. Every year, we give our stockholders the opportunity to vote, on a non-binding basis, on whether they approve the compensation of our named executive officers. This vote is often referred to as “say on pay.” At the 2023 Annual Meeting, we will ask our stockholders to vote, on an advisory basis, on the fiscal 2022 compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis (“CD&A”) that follows this proposal. We encourage you to review the CD&A, the compensation tables, and the related narrative disclosures. We believe Lennar’s success is attributable in substantial part to our talented and committed executives. Therefore, the compensation of our NEOs is designed to help us continue to retain, motivate, and recruit high-quality, experienced executives who can help us achieve our short-term and long-term corporate goals and strategies. We believe our executive compensation program strikes an appropriate balance between utilizing responsible, measured pay practices and effectively incentivizing our executives to dedicate themselves fully to creating value for our stockholders. As explained in the CD&A, we seek this balance by using a mix of short-term and long-term compensation components—both fixed and variable—and basing a meaningful percentage of the compensation of our named executive officers on Lennar’s financial performance and stockholder return. Further, we maintain strong corporate governance practices regarding executive compensation, including robust stock ownership guidelines and a compensation clawback policy, to promote continued alignment of our executives’ interests with those of our stockholders and to discourage excessive risk- taking to achieve short-term gains. We are requesting that our stockholders approve the following resolution: RESOLVED, that the stockholders of Lennar Corporation approve, on a non-binding, advisory basis, the compensation of Lennar’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, which disclosure includes the Compensation Discussion and Analysis, the tabular disclosures regarding such compensation, and the accompanying narrative disclosures, set forth in Lennar’s 2023 Annual Meeting proxy statement. Although this say on pay vote is non-binding, the Board and the Compensation Committee will review the results of the vote and consider those results when determining future executive compensation arrangements. This Compensation Discussion and Analysis describes our compensation philosophy, policies, and plans, as well as our compensation-setting process and the 2022 compensation of our named executive officers, or NEOs. In addition, we explain why we believe that our executive compensation program is in the best interests of Lennar and you, our stockholders. For fiscal 2022, our named executive officers (“NEOs”) were:

  40. Director Compensation

    | Stuart Miller Executive Chairman | Rick Beckwitt Co-Chief Executive Officer and Co-President | Jonathan M. Jaffe Co-Chief Executive Officer and Co-President | Diane Bessette Vice President, Chief Financial Officer and Treasurer | Jeff McCall Executive Vice President | Mark Sustana Vice President, General Counsel and Secretary |

  41. Director Compensation

    | Table of Contents | | | | | EXECUTIVE SUMMARY | 25 | 2019 Performance Shares – Results | 38 | | Our Compensation Practices | 29 | Other Benefits | 39 | | Roles and Responsibilities with Regard to Compensation | 30 | Change in Control Effects | 39 | | Use of Market Data | 31 | Other Compensation Practices | 39 | | 2022 Compensation Decisions | 32 | | |

  42. Executive Summary

    | | Performance Measures | Performance Period | Variable financial performance objectives? | Approximate Equity Percentage of Total Direct Compensation | | 2022 | Unchanged, but relative target performance moved from 50% to 60% as compared to our Peer Group | 3 Years | Yes – unchanged | 77% | | 2021 | Unchanged | 3 Years | Yes – unchanged | 49% | | 2020 | Unchanged | 3 Years | Yes – unchanged | 52% | | 2019 | Same as 2018 plus Relative Total Stockholder Return | 3 Years | Yes – unchanged | 59% | | 2018 | • Relative Gross Profit Percentage • Relative Return on Tangible Capital • Debt/EBITDA Multiple | 3 Years | Yes for performance based shares. Other half of equity grant has service-based vesting | 48% |

  43. Executive Summary

    | | Miller | Beckwitt | Jaffe | | 2022 | 0.58% of Pretax Income after a 7.3% capital charge – subject to a maximum payout cap of $7.0 million | 0.51% of Pretax Income after a 7.3% capital charge – subject to a maximum payout cap of $6.0 million | 0.51% of Pretax Income after a 7.3% capital charge – subject to a maximum payout cap of $6.0 million | | 2021 | 0.58% of Pretax Income after a 7.3% capital charge | 0.51% of Pretax Income after a 7.3% capital charge | 0.51% of Pretax Income after a 7.3% capital charge | | 2020 | 0.73% of Pretax Income after a 7.3% capital charge | 0.63% of Pretax Income after a 7.3% capital charge | 0.55% of Pretax Income after a 7.3% capital charge | | 2019 | 0.73% of Pretax Income after a 7.3% capital charge | 0.63% of Pretax Income after a 7.3% capital charge | 0.55% of Pretax Income after a 7.3% capital charge | | 2018 | 0.73% of Pretax Income after a 10.96% capital charge | 0.63% of Pretax Income after a 10.96% capital charge | 0.55% of Pretax Income after a 10.96% capital charge |

  44. Executive Summary

    | Element | Description | Primary Objectives | | Base salary | Fixed cash payment | To attract and retain executives by offering salaries that are competitive with market opportunities and that recognize each executive’s position, role, responsibility, and experience. | | Annual cash incentive award | Variable performance-based cash payment. | To motivate and reward the achievement of annual performance objectives. | | Equity-based incentive award | Messrs. Miller, Beckwitt, Jaffe and McCall, and Ms. Bessette receive their grant as performance-based restricted stock and service-based restricted stock. Mr. Sustana receives his grant entirely in service-based restricted stock. | To align executives’ interests with the interests of stockholders, motivate executives to maximize our long-term performance and stockholder returns, and promote executive retention. |

  45. Our Compensation Practices

    | • | recognize valuable individual performance and motivate executives to maximize Lennar’s short-term and long-term achievements; |

  46. Our Compensation Practices

    | • | maintain flexibility to ensure that awards remain competitive within our peer group of homebuilders and Fortune 500 companies; |

  47. Roles and Responsibilities with Regard to Compensation

    | • | an evaluation of the extent to which each named executive officer met the applicable annual incentive plan target(s); and |

  48. Roles and Responsibilities with Regard to Compensation

    | • | recommendations regarding the aggregate value of the long-term incentive compensation that each named executive officer should receive. |

  49. Use of Market Data

    Use of Market Data We refer to compensation data regarding other publicly-traded homebuilding companies to analyze our compensation decisions in light of current market rates and practices, and to help ensure that our decisions are reasonable and competitive. In connection with setting fiscal 2022 compensation, the Compensation Committee reviewed summaries of information disclosed in public filings by the following publicly-traded homebuilders, which are listed with their exchange ticker symbols, that the Compensation Committee views as our peer group (the “Peer Group”):

  50. Use of Market Data

    | Beazer Homes USA, Inc. (BZH) | Meritage Homes Corporation (MTH) | Toll Brothers, Inc. (TOL) | | D.R. Horton, Inc. (DHI) | NVR, Inc. (NVR) | TRI Pointe Group, Inc. (TPH) | | KB Home (KBH) | PulteGroup, Inc. (PHM) | | | M.D.C. Holdings, Inc. (MDC) | Taylor Morrison Home Corporation (TMHC) | |

  51. Use of Market Data

    Given that only one company in the Peer Group approaches Lennar in terms of revenue, profitability, and market capitalization, the Compensation Committee also reviewed information about compensation levels generally paid by other Fortune 500 companies. The Compensation Committee does not design our executive compensation programs to fit within a specific percentile of the executive compensation programs of the Peer Group companies, the Fortune 500 companies, or any other peer group or survey. Rather, the Compensation Committee compares numerous elements of executive compensation, including base salaries, annual incentive compensation, and long-term cash and equity-based incentives, to assist in determining whether proposed compensation programs are competitive, and then uses its experience and judgment to make final compensation decisions.

  52. 2022 Compensation Decisions

    | • | average base salary of comparable executives in our Peer Group; and |

  53. 2022 Compensation Decisions

    Mr. Sustana’s base salary was increased by 7.5% to bring his base salary more in line with comparable market compensation. Annual Cash Incentive Compensation Why we pay annual cash incentive compensation. The Compensation Committee believes that annual cash incentive compensation encourages executive officers to contribute to Lennar’s profitability. Our 2022 annual cash incentive awards were made under our 2016 Incentive Compensation Plan. 2022 Annual Cash Incentive Decisions MESSRS. MILLER, BECKWITT AND JAFFE The cash bonuses for Messrs. Miller, Beckwitt and Jaffe are based on percentages of our pretax income, which is net earnings attributable to Lennar plus/minus income tax expense/benefit (“Pretax Income”), after a capital charge equal to 7.3% of tangible capital and subject to a maximum payout cap. Pretax Income is calculated after eliminating goodwill charges, losses or expenses on early retirement of debt, impairment charges, and acquisition or deal costs related to the purchase or merger of a public company. Tangible capital is calculated as stockholders’ equity less intangible assets plus homebuilding debt. We believe that our executives’ pay should be linked to Lennar’s performance, and that linking the annual cash bonus to Pretax Income achieves this goal. For example, there have been years, such as fiscal 2008 and 2009 during the economic downturn, when these executives did not receive cash bonuses, and other years, such as more recent years, when Lennar has been profitable and the executives have received significant cash bonuses. In February 2022, our Compensation Committee reviewed an analysis of the compensation Lennar paid to its senior executives compared with that paid by our Peer Group. This included an analysis of the fiscal 2021 compensation paid to Messrs. Miller, Beckwitt and Jaffe as compared with the compensation paid in fiscal 2020 and 2021 to the individuals in comparable positions at companies in our Peer Group and in the Fortune 500. Based on its review of the analysis, the results Lennar achieved during fiscal 2021, and the results Lennar was expected to achieve during fiscal 2022, the Compensation Committee decided to apply a formula for Messrs. Miller, Beckwitt and Jaffe that included cash incentive bonuses equal to 0.58%, 0.51%, and 0.51%, respectively, of Lennar’s fiscal 2022 Pretax Income, after a capital charge equal to 7.3% of tangible capital. In November 2022, after a review and discussion of the 2022 executive compensation programs, informed by feedback received during extensive outreach to stockholders, the results of the Company’s 2022 advisory vote on executive compensation, and consultations with its independent compensation advisor, the Compensation Committee amended the 2022 cash bonus plans of Messrs. Miller, Beckwitt and Jaffe to provide for a cash bonus cap of $7.0 million, $6.0 million and $6.0 million, respectively. Based on our fiscal 2022 Pretax Income of $6.1 billion, and after taking into account the $1.7 billion capital charge, Messrs. Miller, Beckwitt, and Jaffe would have been entitled to cash bonus payments of $25,532,025 , $22,450,574 and $22,450,574, respectively. However, since the cash bonus payments were subject to a cap, Messrs. Miller, Beckwitt, and Jaffe received cash bonus payments of $7.0 million, $6.0 million and $6.0 million, respectively. MS. BESSETTE Ms. Bessette had the opportunity to earn a cash bonus of up to 400% of her base salary, with 200% of the goal based on prescribed performance criteria, and the other 200% based on achievement of certain outperformance measures. The performance criteria and associated payout for the first piece of Ms. Bessette’s award are shown below.

  54. 2022 Compensation Decisions

    | | | Performance Levels/ Target Bonus Opportunity | | | Performance Criteria | Percent of Target Award (200% of Base Salary) | Threshold | % of Target | | Individual performance(1) | Up to 60% | Good Very Good Excellent | 20% 40% 60% | | Corporate governance, adherence to company policy and procedure, and internal audit evaluation(2) | Up to 40% | Good Very Good Excellent | 10% 25% 40% | | Total | 100% of Target Award (200% of Base Salary) | | |

  55. 2022 Compensation Decisions

    | Individual performance is based on an annual performance appraisal review.(1) |

  56. 2022 Compensation Decisions

    | Performance Criteria | Percent of Target Award | Performance Levels/Target Bonus Opportunity | | | | | Threshold | % of Target | | Departmental budget management(1) | Up to 90% | Good Very Good Excellent | 50% 70% 90% | | Associate development including, but not limited to establish management training program 2.0, launch company-wide pulse surveys and roll-out extended self-paced learning modules | Up to 130% | Good Very Good Excellent | 80% 100% 130% | | Leadership of strategic initiatives including identify and hire new leader for HR department and prepare company for the spin-off of the asset management business | Up to 130% | Good Very Good Excellent | 80% 100% 130% | | Total | 100% of Target Award (350% of Base Salary) | | |

  57. 2022 Compensation Decisions

    | | | Performance Levels/ Target Bonus Opportunity | | | Performance Criteria | Percent of Target Award | Threshold | % of Target | | Individual performance(1) | Up to 60% | Good Very Good Excellent | 20% 40% 60% | | Corporate governance, company policy and procedure adherence, and internal audit evaluation(2) | Up to 40% | Good Very Good Excellent | 10% 25% 40% | | Total | 100% of Target Award (100% of Base Salary) | | |

  58. 2022 Compensation Decisions

    | Individual performance is based on an annual performance appraisal review.(1) |

  59. 2022 Compensation Decisions

    The Compensation Committee determined that Mr. Sustana was entitled to an award equal to an additional 140% of his base salary, or $700,000, based on achievement of specified outperformance goals, including successful litigation management, contribution towards achievement of regulatory compliance, oversight of risk management to mitigate risks on a cost-effective basis, management of government affairs to optimize opportunities in the environment in which the Company does business, and completion of special projects. Again, no specific weight was given to any particular factor in the evaluation, and no one factor was determinative. Accordingly, Mr. Sustana received a cash bonus payment totaling $1,200,000 under the cash incentive program. Equity-Based Compensation Why we pay equity-based compensation. The Compensation Committee believes that a significant component of a senior executive’s compensation should be long-term incentive compensation in the form of equity in order to align the financial interests of our senior executives with those of our stockholders. The Compensation Committee believes that granting equity incentives to our senior executives in the form of restricted stock with deferred vesting:

  60. 2022 Compensation Decisions

    | motivates our senior management to maximize our long-term, as well as our short-term, performance; |

  61. 2022 Compensation Decisions

    During 2022, our Compensation Committee reviewed the effect that our restricted stock grant program had on retention, and determined that the program has provided, and continues to provide, a strong retention incentive for senior executives. Moreover, the Compensation Committee determined that, because of the “stacking” effect, a program of annual long-term grants that vest in installments or after a multi-year performance period provides better associate retention benefits than an award that is fully vested on the grant date. Therefore, the Compensation Committee decided Lennar should continue making grants of restricted stock to senior executives. How equity-based compensation was determined. Annually, the Compensation Committee evaluates the appropriate form of equity-based compensation and approves the dollar value of long-term equity awards that will be granted to each NEO under our 2016 Equity Plan. The numbers of shares of restricted stock awarded to members of our senior management with regard to 2022 were based upon recommendations by Mr. Miller, Mr. Beckwitt, Mr. Jaffe and other members of senior management. In addition, our Compensation Committee engaged in a review of the total compensation our senior management had received over the last five years, the comparative compensation analysis described above, and the executives’ total potential compensation for fiscal 2022, and considered each executive’s responsibilities and expected contributions to Lennar. The Compensation Committee did not assign a specific weight to any individual factor, or consider any policy as to how the compensation should compare to that of employees performing similar functions for our Peer Group or other Fortune 500 companies. 2022 Equity-Based Compensation Decisions In February 2022, the Compensation Committee approved the awards shown below of restricted Class A common stock under the 2016 Equity Plan.

  62. 2022 Compensation Decisions

    | Executive | Service-based restricted stock value ($)(1) | Service-based restricted stock (#)(2) | Performance- based restricted stock value at target ($)(1) (3) | Performance- based restricted stock at target (#) | | Stuart Miller | 9,460,769 | 105,260 | 9,460,769 | 105,260 | | Rick Beckwitt | 8,304,013 | 92,390 | 8,304,013 | 92,390 | | Jonathan M. Jaffe | 8,304,013 | 92,390 | 8,304,013 | 92,390 | | Diane Bessette | 1,125,298 | 12,520 | 1,125,298 | 12,520 | | Jeff McCall | 875,431 | 9,740 | 875,431 | 9,740 |

  63. 2022 Compensation Decisions

    | The shares of service-based restricted stock will vest in equal installments on each of February 14, 2023, February 14, 2024, and February 14, 2025.(2) |

  64. 2022 Compensation Decisions

    | If the threshold number of shares of performance-based restricted stock that potentially could be earned were used rather than the target number, the total grant date fair value of the performance-based awards would be $4,730,384 for Mr. Miller, $4,152,007 for Mr. Beckwitt, $4,152,007 for Mr. Jaffe, $562,649 for Ms. Bessette and $437,716 for Mr. McCall. If the maximum number of shares of performance-based restricted stock that potentially could be earned were used rather than the target number, the total grant date fair value of the awards would be $18,921,538 for Mr. Miller, $16,608,026 for Mr. Beckwitt, $16,608,026 for Mr. Jaffe, $2,250,595 for Ms. Bessette and $1,750,862 for Mr. McCall.(3) |

  65. 2022 Compensation Decisions

    | Executive | Performance- based restricted stock value at target ($)(1) (2) | Performance- based restricted stock at target (#) | | Stuart Miller | 7,578,456 | 89,064 | | Rick Beckwitt | 6,591,922 | 77,470 | | Jonathan M. Jaffe | 6,591,922 | 77,470 |

  66. 2022 Compensation Decisions

    | If the threshold number of shares of performance-based restricted stock that potentially could be earned were used rather than the target number, the total grant date fair value of the performance-based awards would be $3,789,228 for Mr. Miller, $3,295,961 for Mr. Beckwitt, and $3,295,961 for Mr. Jaffe. If the maximum number of shares of performance-based restricted stock that potentially could be earned were used rather than the target number, the total grant date fair value of the awards would be $15,156,912 for Mr. Miller, $13,183,845 for Mr. Beckwitt and $13,183,845 for Mr. Jaffe.(2) |

  67. 2022 Compensation Decisions

    The performance-based restricted stock awarded in both February 2022 and November 2022 was granted at target and will vest, if at all, only to the extent that specific performance goals are met with respect to the four equally-weighted metrics over the three-year performance period, which commenced on December 1, 2021 and ends on November 30, 2024. The Compensation Committee has assigned a threshold, target, and maximum performance goal to each of the metrics. If the threshold performance level for a particular metric is not achieved, no amount will be paid for that metric. Payouts for performance between threshold and target goals and between target and maximum goals will be calculated by linear interpolation. If the average weighting of the four performance metrics is below target, then only a portion of the shares granted at target will vest. If the average weighting of the four performance metrics is above target, then the target shares granted will vest and an additional number of shares will be issued to grantee. The performance goals for the four metrics were as follows:

  68. 2022 Compensation Decisions

    | Share Payout | Relative Gross Profit Percentage* | Relative Return on Tangible Capital* | Relative Total Stockholder Return* | Debt/EBITDA Multiple | | 0% | <25th Percentile | <25th Percentile | <25th Percentile | >1.25 | | 50% (threshold) | 25th Percentile | 25th Percentile | 25th Percentile | 1.00 | | 100% (target) | 60th Percentile | 60th Percentile | 60th Percentile | 0.75 | | 200% (maximum) | 75th Percentile | 75th Percentile | 75th Percentile | ≤0.50 |

  69. 2022 Compensation Decisions

    | Relative metrics are determined by reference to Lennar’s Peer Group.* |

  70. 2022 Compensation Decisions

    Compensation Discussion and Analysis 2019 Performance Shares – Results The Compensation Committee selected these performance metrics because, as discussed below, they are effective long-term measures of performance, they align our executives’ interests with the interests of our stockholders, and they are important internal and external operating metrics. Gross profit percentage is an industry standard that research analysts and investors use to gauge the strength of businesses like ours because it shows whether costs are being managed effectively. A high gross profit percentage target incentivizes our executives to maximize our sales prices, control sales incentives, and minimize costs of sales, which include the costs of land, labor, materials, and products used in building our homes. A relative gross profit percentage metric indicates whether Lennar is managing costs and sale prices more effectively than our peers. Return on tangible capital encourages our executives to focus on our returns and the efficient use of our assets and resources, while also driving earnings. A relative return on tangible capital metric indicates whether Lennar is using assets and resources more efficiently than our peers. Return on tangible capital is calculated by dividing the Company’s net operating profit after tax by its tangible capital. Net operating profit after tax is calculated by taking the Company’s net income and adding back any after-tax interest expense and adjusting for tax items or other adjustments to the extent approved by the Compensation Committee. Tangible capital is defined as stockholders’ equity less intangible assets plus homebuilding debt. Debt/EBITDA multiple encourages our executives to maximize cash flow and reduce our leverage. Debt is calculated as the Company’s consolidated debt balance for the applicable period, divided by the Company’s EBITDA for such period. EBITDA is earnings before interest, taxes, depreciation and amortization. Total stockholder return is a measure that captures stock price appreciation plus dividends paid over a defined period, reflecting the total return to stockholders during that time. A relative total stockholder return metric indicates whether an investment in Lennar was better for our stockholders than an investment in our Peer Group would have been. The threshold performance levels outlined above are designed to be reasonably achievable, yet uncertain under expected market and business conditions at the time of grant. Target performance levels are designed to require significant management effort to achieve, and maximum performance levels are designed to be measurably more difficult to achieve than target performance levels. In February 2022, the Compensation Committee approved a grant to Mr. Sustana of 15,025 shares of Class A common stock that will vest in equal installments on each of February 14, 2023, February 14, 2024 and February 14, 2025. The stock had a grant date fair value of $1,350,447. Effect of retirement on equity awards. Our 2016 Equity Plan provides that when an officer or associate retires, all restrictions on all restricted stock granted to that individual will immediately lapse and the restricted stock will no longer be subject to forfeiture. For this purpose, “retirement” is defined as a termination of service (other than for cause) on or after the date the grantee attains age 65 or on or after the date the grantee attains age 60 with 15 consecutive years of service with Lennar (“retirement-eligible”). Of our six NEOs, Messrs. Miller, Beckwitt, Jaffe and Sustana, and Ms. Bessette are retirement-eligible. If any of them were to retire, his or her service-based restricted stock would immediately vest. In addition, when a retirement-eligible executive is granted shares of restricted stock that are subject to service-based vesting, these grants are taxable events subject to withholding. With respect to the 2020, 2021 and 2022 grants of performance shares, if a retirement-eligible executive were to retire, he or she would receive the shares of performance-based restricted stock that he or she would have earned if he or she had remained employed for the entire performance period. The actual payout of shares would not occur until after the end of the performance period, at which time the Company’s performance during the performance period would be used to determine how many shares the grantee would receive. None of these NEOs has indicated any intention to retire. 2019 Performance Shares – Results In 2019, Messrs. Miller, Beckwitt and Jaffe were granted target awards of 125,798, 111,706 and 98,092 shares, respectively, of performance-based restricted Class A common stock (“2019 Performance Shares”). The 2019 Performance Shares had a three-year performance period that ended on November 30, 2021. The number of 2019 Performance Shares that each grantee actually earned for the performance period was determined based on the level of achievement of the performance goals set forth in the table below.

  71. 2022 Compensation Decisions

    | Payout | Relative Gross Profit Percentage* | Relative Return on Tangible Capital* | Relative Total Shareholder Return* | Debt/EBITDA Multiple | | 0% | <25th Percentile | <25th Percentile | <25th Percentile | > 4.20 | | 50% (threshold) | 25th Percentile | 25th Percentile | 25th Percentile | 4.20 | | 100% (target) | 50th Percentile | 50th Percentile | 50th Percentile | 2.60 | | 200% (maximum) | 75th Percentile | 75th Percentile | 75th Percentile | ≤ 2.30 |

  72. 2022 Compensation Decisions

    | Relative metrics are determined by reference to Lennar’s Peer Group.* |

  73. Change in Control Effects

    Change in Control Effects Our 2016 Equity Plan provides for accelerated vesting of outstanding equity awards if there is a change in control together with certain employment termination events (i.e., a “double trigger”). You can find a summary of potential payments arising from a change in control under the heading “Potential Payments Upon Termination after Change in Control” in the Executive Compensation section.

  74. Other Compensation Practices

    Other Compensation Practices Stock Ownership Guidelines Our Board has adopted stock ownership guidelines that set minimum equity ownership requirements for our executive officers. The guidelines are designed to align the interests of our executives with the interests of stockholders and further promote our commitment to sound corporate governance. Under our stock ownership guidelines, an executive is expected to own, by a date not later than five years after being appointed to his or her position as an executive officer, shares of our common stock with a value equal to a multiple (shown below) of the executive’s annual base salary. Until the required stock ownership level is achieved, an executive is required to retain at least 50% of the shares of restricted stock that become vested, other than shares sold to pay taxes resulting from the vesting. If the required level is not achieved within the five-year compliance period, an executive will be required to retain 100% of the restricted shares that become vested (other than shares sold to pay taxes resulting from the vesting) until the required level is achieved. Compensation Discussion and Analysis Other Compensation Practices As of January 31, 2023, all of our named executive officers had stock ownership levels well above their respective ownership requirements, as shown below. MULTIPLE OF BASE SALARY AS OF JANUARY 31, 2023(1)

  75. Other Compensation Practices

    | Stock ownership includes Class A common stock and Class B common stock beneficially owned by the officer, and includes service-based restricted stock. The fair market value of Lennar equity holdings for each participant is based on the average of the stock prices on the last day of each month for the trailing twelve months as of a specified annual date.(1) |

  76. Other Compensation Practices

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Stuart Miller | 2022 | 1,000,000 | | 26,499,994 | 7,000,000 | 427,100 | 34,927,094 | | Executive Chairman | 2021 | 1,000,000 | — | 18,921,266 | 18,921,275 | 9,535 | 38,852,076 | | | 2020 | 1,000,000 | — | 12,904,795 | 11,255,756 | 9,385 | 25,169,936 | | Rick Beckwitt | 2022 | 800,000 | | 23,199,948 | 6,000,000 | 447,100 | 30,447,048 | | Co-Chief Executive Officer | 2021 | 800,000 | — | 16,607,806 | 16,607,876 | 29,535 | 34,045,217 | | and Co-President | 2020 | 800,000 | — | 11,439,861 | 9,713,872 | 29,385 | 21,983,118 | | Jonathan M. Jaffe | 2022 | 800,000 | | 23,199,948 | 6,000,000 | 33,035 | 30,032,983 | | Co-Chief Executive Officer | 2021 | 800,000 | — | 16,607,806 | 16,607,876 | 29,535 | 34,045,217 | | and Co-President | 2020 | 800,000 | — | 10,042,266 | 8,480,365 | 29,385 | 19,352,016 | | Diane Bessette | 2022 | 750,000 | — | 2,250,595 | 3,000,000 | 20,235 | 6,020,830 | | Vice President, Chief Financial | 2021 | 750,000 | 750,000 | 2,000,407 | 2,025,000 | 16,735 | 5,542,142 | | Officer and Treasurer | 2020 | 750,000 | 500,000 | 1,749,981 | 1,500,000 | 16,585 | 4,516,566 | | Jeff McCall | 2022 | 750,000 | — | 1,750,862 | 2,625,000 | 13,035 | 5,138,897 | | Executive Vice President | 2021 | 750,000 | 350,000 | 1,750,169 | 2,025,000 | 9,535 | 4,884,704 | | | 2020 | 750,000 | 500,000 | 1,499,932 | 1,500,000 | 9,385 | 4,259,317 | | Mark Sustana | 2022 | 500,000 | — | 1,350,447 | 1,200,000 | 13,035 | 3,063,482 | | Vice President, General Counsel | 2021 | 465,000 | 150,000 | 1,190,205 | 1,023,000 | 9,535 | 2,837,740 | | and Secretary | 2020 | 465,000 | — | 1,189,941 | 906,750 | 9,385 | 2,571,076 |

  77. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information about cash (non-equity) and equity incentive compensation awarded to our named executive officers with regard to fiscal 2022. The cash awards were granted under Lennar’s 2016 Incentive Compensation Plan and the equity awards were granted under Lennar’s 2016 Equity Plan.

  78. Grants of Plan-Based Awards

    | | | | Estimated possible payouts under non-equity incentive plan awards | | Estimated future payouts under equity incentive plan awards(5) (6) | | | All other stock awards: number of shares of stock (#)(5) | Grant date fair value of stock awards ($) | | Name | Type of award | Grant date | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Stuart Miller | AIC | — | — | 7,000,000(1) | — | — | — | — | — | | | PS/RS | 2/28/22 | — | — | 52,630 | 105,260 | 210,520 | 105,260(7) | 18,921,538(8) | | | PS | 11/17/22 | — | — | 44,532 | 89,064 | 178,128 | — | 7,578,456(9) | | Rick Beckwitt | AIC | — | — | 6,000,000(1) | — | — | — | — | — | | | PS/RS | 2/28/22 | — | — | 46,195 | 92,390 | 184,780 | 92,390(7) | 16,608,026(8) | | | PS | 11/17/22 | — | — | 38,735 | 77,470 | 154,940 | — | 6,591,922(9) | | Jonathan M. Jaffe | AIC | — | — | 6,000,000(1) | — | — | — | — | — | | | PS/RS | 2/28/22 | — | — | 46,195 | 92,390 | 184,780 | 92,390(7) | 16,608,026(8) | | | PS | 11/17/22 | — | — | 38,735 | 77,470 | 154,940 | — | 6,591,922(9) | | Diane Bessette | AIC | — | 1,500,000(2) | 3,000,000(2) | — | — | — | — | — | | | PS/RS | 2/28/22 | — | — | 6,260 | 12,520 | 25,040 | 12,520(7) | 2,250,595(8) | | Jeff McCall | AIC | — | 2,625,000(3) | — | — | — | — | — | — | | | PS/RS | 2/28/22 | — | — | 4,870 | 9,740 | 19,480 | 9,740(7) | 1,750,862(8) | | Mark Sustana | AIC | — | 700,000(4) | 1,200,000(4) | — | — | — | — | — | | | RS | 2/28/22 | — | — | — | — | — | 15,025(7) | 1,350,447 |

  79. Grants of Plan-Based Awards

    | AIC - | Annual Cash Incentive Compensation |

  80. Grants of Plan-Based Awards

    Executive Compensation Grants of Plan-Based Awards

  81. Grants of Plan-Based Awards

    | PS - | Performance-Based Restricted Shares, shares of restricted stock earned, if at all, based on achievement of performance goals over a three-year performance period |

  82. Grants of Plan-Based Awards

    | RS - | Service-Based Restricted Shares, shares of restricted stock that vest in equal annual installments over three years |

  83. Grants of Plan-Based Awards

    | Amounts in the Maximum column reflect the amounts of annual cash incentive compensation actually paid. Pursuant to the terms of their award agreements, Messrs. Miller, Beckwitt, and Jaffe could receive 0.58%, 0.51% and 0.51%, respectively, of Lennar’s fiscal 2022 Pretax Income after a 7.3% capital charge on tangible capital, and subject to a cash bonus cap of $7,000,000, $6,000,000 and $6,000,000, respectively. Based on our fiscal 2022 Pretax Income, and after taking into account the capital charge and the cash bonus cap, Messrs. Miller, Beckwitt, and Jaffe were entitled to cash bonus payments of $7,000,000, $6,000,000 and $6,000,000, respectively. For further discussion, please see the “Compensation Discussion and Analysis” section of this proxy statement. These cash bonus amounts, which were paid in the first quarter of fiscal 2023, are also reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. There was no threshold and no target.(1) |

  84. Grants of Plan-Based Awards

    | Ms. Bessette had the opportunity to earn a target award of up to 200% of base salary based on specified performance criteria, and to receive an additional cash bonus of up to 200% of the target award based on our achievement of outperformance goals. The amount paid to Ms. Bessette with regard to fiscal 2022 was $3,000,000 and is reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. There was no threshold.(2) |

  85. Grants of Plan-Based Awards

    | Mr. McCall had the opportunity to earn a target award of up to 350% of base salary based on specified performance criteria. The amount paid to Mr. McCall with regard to fiscal 2022 was $2,625,000 and is reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. There was no threshold or maximum.(3) |

  86. Grants of Plan-Based Awards

    | Mr. Sustana had the opportunity to earn a target award of up to 100% of base salary based on specified performance criteria, and to receive an additional cash bonus of up to 140% of the target award based on our achievement of outperformance goals. The amount paid to Mr. Sustana with regard to fiscal 2022 was $1,200,000 and is reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. There was no threshold.(4) |

  87. Grants of Plan-Based Awards

    | Until the performance conditions have been met with respect to the performance shares, dividends on the performance shares are accrued but not paid. Performance shares may still be voted during the performance period. If the performance conditions are met, the named executive officer is paid the accrued dividends. If the performance conditions are not met and the shares are forfeited, the accrued dividends also are forfeited. For restricted stock without performance conditions, the named executive officer is entitled to the dividends on, and can vote, unvested shares.(5) |

  88. Grants of Plan-Based Awards

    | The performance-based restricted stock will vest, if at all, only to the extent Lennar meets specific performance goals with respect to relative gross profit percentage, relative return on tangible capital, relative total stockholder return, and debt/EBITDA multiple over a three-year performance period. For each performance goal, there is a threshold, target, and maximum performance level.(6) |

  89. Grants of Plan-Based Awards

    | The shares of restricted stock granted to the NEO will vest in three equal annual installments on each of February 14, 2023, February 14, 2024, and February 14, 2025. The 105,260 shares granted to Mr. Miller, the 92,390 shares granted to Mr. Beckwitt, the 92,390 shares granted to Mr. Jaffe, the 12,520 shares granted to Ms. Bessette and the 15,025 shares granted to Mr. Sustana include 41,420; 36,356; 36,356; 4,927; and 5,913 shares of Class A common stock, respectively, that were surrendered to satisfy a withholding obligation due to the grant of the restricted stock. For a discussion of our equity plans’ retirement provisions and related withholding obligations, see “Compensation Discussion and Analysis—Equity-Based Compensation.”(7) |

  90. Grants of Plan-Based Awards

    | The amounts for Messrs. Miller, Beckwitt, Jaffe and McCall, and Ms. Bessette include the grant date fair value of the February 28, 2022 grant of service-based restricted stock and the grant date fair value of the target number of shares of performance-based restricted stock. The table below shows the total grant date fair values of the awards granted on February 28, 2022 if the threshold or maximum number of shares of performance-based restricted stock that potentially could be earned were used instead.(8) |

  91. Grants of Plan-Based Awards

    | Name | Threshold ($) | Target ($) | Maximum ($) | | Stuart Miller | 14,191,153 | 18,921,538 | 28,382,306 | | Rick Beckwitt | 12,456,020 | 16,608,026 | 24,912,040 | | Jonathan M. Jaffe | 12,456,020 | 16,608,026 | 24,912,040 | | Diane Bessette | 1,687,946 | 2,250,595 | 3,375,893 | | Jeff McCall | 1,313,147 | 1,750,862 | 2,626,294 |

  92. Grants of Plan-Based Awards

    | The amounts for Messrs. Miller, Beckwitt and Jaffe include the grant date fair value of the November 17, 2022 grant date fair value of the target number of shares of performance-based restricted stock. The table below shows the total grant date fair values of the awards granted on November 17, 2022 if the threshold or maximum number of shares of performance-based restricted stock that potentially could be earned were used instead.(9) |

  93. Grants of Plan-Based Awards

    | Name | Threshold ($) | Target ($) | Maximum ($) | | Stuart Miller | 3,789,228 | 7,578,456 | 15,156,912 | | Rick Beckwitt | 3,295,961 | 6,591,922 | 13,183,845 | | Jonathan M. Jaffe | 3,295,961 | 6,591,922 | 13,183,845 |

  94. Grants of Plan-Based Awards

    Executive Compensation Outstanding Equity Awards at Fiscal Year-End

  95. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information concerning the outstanding equity awards of Class A common stock held by each named executive officer at our fiscal year ended November 30, 2022. Each grant of an equity award is shown separately for each named executive officer.

  96. Outstanding Equity Awards at Fiscal Year-End

    | Name | Stock Award Grant Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)(2) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(1) | | Stuart Miller | 2/28/2020 | 21,619(3) | 1,898,797 | 213,868(6) | 18,784,026 | | | 2/26/2021 | 31,577(4) | 2,773,408 | 156,194 | 13,718,519 | | | 2/28/2022 | 63,840(5) | 5,607,067 | 210,520 | 18,489,972 | | | 11/17/2022 | — | — | 178,128 | 15,644,982 | | | | 117,036 | 10,279,272 | 758,710 | 66,637,499 | | Rick Beckwitt | 2/28/2020 | 19,164(3) | 1,683,174 | 189,590(6) | 16,651,690 | | | 2/26/2021 | 27,621(4) | 2,425,952 | 136,624 | 11,999,686 | | | 2/28/2022 | 56,034(5) | 4,921,466 | 184,780 | 16,229,227 | | | 11/17/2022 | — | — | 154,940 | 13,608,380 | | | | 102,819 | 9,030,593 | 665,934 | 58,488,983 | | Jonathan M. Jaffe | 2/28/2020 | 13,986(3) | 1,228,390 | 166,428(6) | 14,617,371 | | | 2/26/2021 | 22,962(4) | 2,016,752 | 136,624 | 11,999,686 | | | 2/28/2022 | 56,034(5) | 4,921,466 | 184,780 | 16,229,227 | | | 11/17/2022 | — | — | 154,940 | 13,608,380 | | | | 92,982 | 8,166,609 | 642,772 | 56,454,665 | | Diane Bessette | 2/28/2020 | 2,932(3) | 257,518 | 29,002(6) | 2,547,246 | | | 2/26/2021 | 4,874(4) | 428,083 | 24,110 | 2,117,581 | | | 2/28/2022 | 7,593(5) | 666,893 | 25,040 | 2,199,263 | | | | 15,399 | 1,352,494 | 78,152 | 6,864,090 | | Jeff McCall | 2/28/2020 | 4,143(3) | 363,880 | 24,858(6) | 2,183,278 | | | 2/26/2021 | 7,032(4) | 617,621 | 21,094 | 1,852,686 | | | 2/28/2022 | 9,740(5) | 855,464 | 19,480 | 1,710,928 | | | | 20,915 | 1,836,964 | 65,432 | 5,746,893 | | Mark Sustana | 2/28/2020 | 4,026(3) | 353,604 | — | — | | | 2/26/2021 | 5,800(4) | 509,414 | — | — | | | 2/28/2022 | 9,112(5) | 800,307 | — | — | | | | 18,938 | 1,663,325 | — | — |

  97. Outstanding Equity Awards at Fiscal Year-End

    | Based on stock price of $87.83 for the Class A common stock, which was the closing price of the stock on November 30, 2022.(1) |

  98. Outstanding Equity Awards at Fiscal Year-End

    | These shares are subject to performance-based vesting conditions measured over a three-year performance period and vest on the date on which the Compensation Committee certifies the achievement of the relevant performance goals following the completion of the applicable three-year performance period. For the performance-based shares granted on February 28, 2020 (the “2020 Grant”), the three-year performance period commenced on December 1, 2019 and ended on November 30, 2022. For the performance-based shares granted on February 26, 2021 (the “2021 Grant”), the three-year performance period commenced on December 1, 2020 and ends on November 30, 2023. For the performance-based shares granted on February 28, 2022 and November 17, 2022 (together, the “2022 Grant”), the three-year performance period commenced on December 1, 2021 and ends on November 30, 2024. The performance shares were granted at target and appear in the table based on achieving maximum performance goals.(2) |

  99. Outstanding Equity Awards at Fiscal Year-End

    | The restricted stock vested on February 14, 2023. Mr. Miller’s, Mr. Beckwitt’s, Mr. Jaffe’s, Ms. Bessette’s and Mr. Sustana’s 21,619; 19,164; 13,986; 2,932; and 4,026 shares of Class A common stock, respectively, do not include the 14,027; 12,435; 13,753; 1,902; and 2,612 shares of Class A common stock, respectively, that were surrendered to satisfy withholding obligations. For a discussion of our equity plans’ retirement provisions and related withholding obligations, see “Compensation Discussion and Analysis—Equity-Based Compensation.”(3) |

  100. Outstanding Equity Awards at Fiscal Year-End

    | The restricted stock will vest in two equal installments on February 14, 2023, and February 14, 2024. Mr. Miller’s, Mr. Beckwitt’s, Mr. Jaffe’s, Ms. Bessette’s and Mr. Sustana’s 31,577; 27,621; 22,962; 4,874; and 5,800 shares of Class A common stock, respectively, do not include 20,488; 17,920; 22,580; 3,162; and 3,764 shares of Class A common stock, respectively, that were surrendered to satisfy a withholding obligation due to the grant of the restricted stock.(4) |

  101. Outstanding Equity Awards at Fiscal Year-End

    | The restricted stock will vest in three equal installments on February 14, 2023, February 14, 2024, and February 14, 2025. Mr. Miller’s, Mr. Beckwitt’s, Mr. Jaffe’s, Ms. Bessette’s and Mr. Sustana’s 63,840; 56,034; 56,034; 7,593; and 9,112 shares of Class A common stock, respectively, do not include the 41,420; 36,356; 36,356; 4,927; and 5,913 shares of Class A common stock, respectively, that were surrendered to satisfy withholding obligations.(5) |

  102. Outstanding Equity Awards at Fiscal Year-End

    Executive Compensation Option Exercises and Stock Vested

  103. Outstanding Equity Awards at Fiscal Year-End

    | For the 2020 Grant, the three-year performance period ended on November 30, 2022, but those awards remained outstanding and unvested as of November 30, 2022 because the peer group performance information necessary to determine the Company’s relative performance with respect to certain metrics are not fully available until February 2023, and then the shares earned need to be certified by the Compensation Committee. The Compensation Committee is expected to certify the performance results and vesting on February 28, 2023.(6) |

  104. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information concerning the vesting of restricted Class A common stock and the value realized on such vesting on an aggregated basis during the fiscal year ended November 30, 2022, for each of the named executive officers. None of our named executive officers have stock options relating to our Class A or Class B common stock.

  105. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Class A Shares Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Stuart Miller | 402,764 | 37,271,499 | | Rick Beckwitt | 357,044 | 33,038,258 | | Jonathan M. Jaffe | 322,249 | 29,904,921 | | Diane Bessette | 19,221 | 1,575,414 | | Jeff McCall | 16,299 | 1,338,357 | | Mark Sustana | 19,644 | 1,673,424 |

  106. Option Exercises and Stock Vested

    | Of these amounts, shares of Class A common stock were withheld to cover tax withholding obligations as follows: Mr. Miller, 157,149 shares; Mr. Beckwitt, 139,161 shares; Mr. Jaffe, 133,995 shares; Ms. Bessette, 7,564 shares; Mr. McCall, 7,222 shares; and Mr. Sustana, 7,730 shares. With respect to Mr. Miller, Mr. Beckwitt, Mr. Jaffe, Ms. Bessette and Mr. Sustana, Lennar withheld the shares when he or she became retirement-eligible under our 2016 Equity Plan, or if later, when they were granted to him or her. For a discussion of our 2016 Equity Plan’s retirement provisions and related withholding obligations, see “Compensation Discussion and Analysis—Equity-Based Compensation.”(1) |

  107. Option Exercises and Stock Vested

    | Calculated based on the closing price of Class A common stock on the applicable vesting dates: January 12, 2022: $107.94, February 14, 2022: $90.59, February 28, 2022: $89.88 and July 1, 2022: $74.60 (the trading date prior to the vesting date, since July 2, 2022 was not a business day).(2) |

  108. Potential Payments upon Termination after Change in Control

    Potential Payments upon Termination after Change in Control Our named executive officers do not have employment agreements. Consequently, the only potential payments and benefits they would receive upon a change in control would be the accelerated vesting of their restricted stock. Pursuant to the 2016 Equity Plan, unvested restricted stock will vest if there is a Change in Control (as defined in the 2016 Equity Plan) and, within twenty-four months after the Change in Control, (i) Lennar terminates the employment of the executive without Cause, or (ii) the executive terminates employment with Lennar for Good Reason (as such capitalized terms are defined below). The value of accelerated vesting if a hypothetical Change in Control and qualifying termination had occurred on November 30, 2022, is set forth in the table below:

  109. Potential Payments upon Termination after Change in Control

    | Name | Value of Acceleration as of November 30, 2022 ($)(1) | | Stuart Miller | 43,598,022(2)(3) | | Rick Beckwitt | 38,275,084(2)(3) | | Jonathan M. Jaffe | 36,393,941(2)(3) | | Diane Bessette | 4,784,539(2)(3) | | Jeff McCall | 4,710,411(3) | | Mark Sustana | 1,663,325(2) |

  110. Potential Payments upon Termination after Change in Control

    | The value of the accelerated restricted stock is the product of the closing price of Lennar’s Class A common stock on November 30, 2022 ($87.83) and the number of shares of unvested Class A restricted stock as of November 30, 2022.(1) |

  111. Potential Payments upon Termination after Change in Control

    | With respect to Mr. Miller, Mr. Beckwitt, Mr. Jaffe, Ms. Bessette and Mr. Sustana, the amount does not include the value of shares that were surrendered to satisfy a withholding obligation due to the grant of the restricted stock. For a discussion of our equity plans’ retirement provisions and related withholding obligations, see “Compensation Discussion and Analysis—Equity-Based Compensation.”(2) |

  112. Potential Payments upon Termination after Change in Control

    | Includes 379,355; 332,967; 321,386; 39,076; and 32,716 shares of Class A common stock that were granted to Mr. Miller, Mr. Beckwitt, Mr. Jaffe, Ms. Bessette and Mr. McCall, respectively, at target and are subject to performance-based vesting conditions.(3) |

  113. Potential Payments upon Termination after Change in Control

    Executive Compensation Potential Payments upon Termination after Change in Control The definitions of “Change in Control,” “Cause” and “Good Reason” pursuant to the 2016 Equity Plan are below. “Change in Control” means (i) a sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of our assets to any person or group of related persons (as that term is defined for purposes of Section 13(d) of the Exchange Act), other than a transaction with a majority-owned subsidiary of ours or a transaction in which the common stock that is outstanding immediately before the transaction constitutes, or entitles the holders to receive, a majority of the shares of the purchaser that are outstanding immediately after the transaction; (ii) the approval by the holders of our capital stock of any plan or proposal for the liquidation or dissolution of Lennar; (iii) the acquisition by any person or group (other than one or more of the wife, or lineal descendants of the late Leonard Miller, or trusts or entities of which they own a majority of the beneficial interests) of beneficial ownership (determined as provided in the rules under Section 13 of the Exchange Act) of more than 50% in voting power of the outstanding common stock; or (iv) a majority of the members of the Board being persons who were not Directors on the effective date of the 2016 Equity Plan and whose election, or nomination for election, was not approved by a vote of at least a majority of the members of the Board of Directors who either were members of the Board on the effective date of the plan or whose election, or nomination for election, to the Board was approved by such a majority. “Cause” means, unless otherwise provided in the participant’s award agreement, the participant’s: (i) engaging in willful or gross misconduct or willful or gross neglect; (ii) repeatedly failing to adhere to the directions of superiors or the Board or the written policies and practices of Lennar or its subsidiaries or its affiliates; (iii) commission of a felony or a crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any crime involving Lennar or its subsidiaries, or any affiliate thereof; (iv) fraud, misappropriation or embezzlement; (v) material breach of his or her employment agreement (if any) with Lennar or its subsidiaries or its affiliates; (vi) acts or omissions constituting a material failure to perform substantially and adequately his or her assigned duties; (vii) commission of an illegal act detrimental to Lennar or its subsidiaries or its affiliates; (viii) repeated failure to devote substantially all of his or her business time and efforts to Lennar if required by the terms of an employment agreement; or (ix) violation of any Lennar rule or policy that states that violations may result in termination of employment. If at any time the participant is subject to an effective employment agreement with Lennar, then, in lieu of the foregoing definition, “Cause” will have the meaning with respect to that participant as may be specified in such employment agreement. “Good Reason” means, with respect to a participant who is an employee of Lennar or one or more of its subsidiaries, (i) a reduction in the participant’s base salary (other than a reduction of not greater than 10% that applies to all executives of a comparable level); (ii) a reduction in the participant’s target cash annual incentive opportunity; (iii) a material reduction in the aggregate value of the participant’s benefits under applicable employee benefit plans, programs and policies; (iv) a material diminution in the participant’s reporting relationship, title or responsibilities; or (v) a requirement by Lennar or its subsidiary to which the participant does not consent that the participant move the principal place of business at or from which the participant works by more than 50 miles, if such relocation results in an increase in the participant’s daily commute by more than 10 miles each way. Executive Compensation CEO Pay Ratio

  114. CEO Pay Ratio

    CEO Pay Ratio As required by SEC rules, we are providing the following information about the ratio of the annual total compensation of each of our Co-CEOs, Rick Beckwitt and Jonathan Jaffe, to that of our median associate. To determine the median of the annual total compensation of all our associates (other than our Co-CEOs), we selected November 30, 2022, the last day of our fiscal year, as the determination date for identifying the median associate. For purposes of identifying the median compensation, we considered the W-2 wages of all full-time, part time, seasonal and temporary associates of Lennar Corporation and its consolidated subsidiaries during the twelve-month period ended November 30, 2022. We analyzed the W-2 wages of all associates, whether employed on a full-time, part-time, or temporary basis as of November 30, 2022. We annualized the wages of permanent full or part-time associates who started after the beginning of the fiscal year. Using this methodology, we determined that the associate who received the median total compensation (excluding our Co-CEOs) was a Construction Manager. That associate received total compensation of $104,556 for the year ended November 30, 2022, calculated in accordance with the requirements of Item 402(c)(2)(x) of SEC Regulation S-K, which includes base pay, cash bonus, and Lennar’s matching contribution to the associate’s 401(k) plan. This calculation is the same calculation used to determine total compensation for purposes of the 2022 Summary Compensation Table with respect to each of the named executive officers. Mr. Beckwitt’s annual total compensation as reported in the 2022 Summary Compensation Table was $30,447,048. Accordingly, for 2022, the ratio of Mr. Beckwitt’s compensation to the compensation of the median associate was 291 to 1. Mr. Jaffe’s annual total compensation as reported in the 2022 Summary Compensation Table was $30,032,983. Accordingly, for 2022, the ratio of Mr. Jaffe’s compensation to the compensation of the median associate was 287 to 1. Because of the complexity of determining the median of the annual compensation of all our associates, the pay ratio disclosure presented above is an estimate, but we believe that estimate is reasonable. Because the SEC rules for identifying the median associate and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates, and assumptions, the pay ratio we disclose may not be comparable to the pay ratios reported by some other companies. Section 14A of the Exchange Act, which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires us to provide our stockholders with the opportunity to vote, on a non-binding, advisory basis, on whether the advisory vote on executive compensation should occur every one year, two years or three years. You have the option to vote for any of the three options, or to abstain from casting a vote. The Board believes that a frequency of “every one year” for the vote on executive compensation is the best approach for Lennar. Since 2011, Lennar has been providing its stockholders with the opportunity to cast an annual advisory vote on the compensation of our named executive officers. We believe that an annual vote cycle allows stockholders to provide, on a regular basis, input on our compensation program design. The vote that is the subject of this Proposal will not be binding upon us or upon our Board. Accordingly, even if a majority of the votes cast by our stockholders are cast in favor of having votes on executive officer compensation be less frequent than every one year, our Board will not necessarily cause us to reduce the frequency of those votes. Nonetheless, if the vote on how frequently the stockholders should vote on executive compensation indicates a clear stockholder preference for voting less frequently than every one year, the Board would consider that in deciding whether to change its decision to have a vote on executive officer compensation every one year. RESOLVED, that the stockholders of Lennar determine, on a non-binding, advisory basis, that the frequency with which the stockholders of Lennar shall have a non-binding, advisory vote on the compensation of Lennar’s named executive officers should be: Choice 1—every three years; Choice 2—every two years; Choice 3—every one year; or Choice 4—abstain from voting. The Audit Committee of the Board of Directors has appointed Deloitte & Touche LLP (“D&T”) to continue to serve as our independent registered public accounting firm for the fiscal year ended November 30, 2022, and the Board has directed that management submit this appointment for ratification by the stockholders at the Annual Meeting. D&T has been Lennar’s independent public accounting firm since 1994. Neither Lennar’s By-Laws nor any other governing documents or law require stockholder ratification of the selection of Lennar’s independent registered public accounting firm. However, the Board believes that seeking stockholder ratification of this appointment is good corporate practice. If our stockholders fail to ratify the appointment, the Audit Committee will reconsider whether to retain D&T. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of Lennar and its stockholders. We expect a representative of D&T to attend the Annual Meeting. The representative will have an opportunity to make a statement and also will be available to respond to appropriate questions.

  115. Non-Audit Services

    | Sidney Lapidus | Age 84, 18-years tenure | | Sherrill Hudson | Age 79, 15-years tenure | | Steven Gerard | Age 76, 23-years tenure |