DEF 14A of Lennar Corp /New/, Feb 29, 2024

DEF 14A of Lennar Corp /New/

Filed Feb 29, 2024 · FY20230001193125-24-051712

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 | | | | | | | Theron (Tig) Gilliam | | 2010 | | | | | | | Sherrill W. Hudson | | 2008 | | | | | | | Jonathan M. Jaffe | | 2018 (1) | | | | | | | Sidney Lapidus | | 1997 | | | | | | | Teri P. McClure | | 2013 | | | | | | | Stuart Miller (2) | | 1990 | | | | | | | Armando Olivera | | 2015 | | | | | | | Dacona Smith (3) | | 2023 | | | | | | | Jeffrey Sonnenfeld | | 2005 | | | | | | | Serena Wolfe (4) | | 2023 | | | | | | | Meetings in fiscal 2023 | | | 9 | 5 | 4 | 0 | 0 |

  3. Directors

    Chair

  4. Directors

    | * Audit committee financial expert |

  5. Directors

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

  6. Directors

    | (2) Executive Chair since 2018. |

  7. Directors

    | (3) Mr. Smith was appointed to the Compensation Committee effective as of January 9, 2024. |

  8. Directors

    | (4) Ms. Wolfe was appointed to the Audit Committee effective as of January 9, 2024. |

  9. Compensation Highlights

    | What Stockholders Said: | Action We Took: | | The short-term cash incentive bonus opportunity for our Co-CEOs, which is a profit-sharing arrangement based on a percentage of Pretax Income subject to a capital charge, should be reduced. | • We reduced the Pretax Income (as defined in the Compensation Discussion and Analysis section of this proxy statement) profit-sharing percentage from 0.58% to 0.20% for Mr. Miller, and from 0.51% to 0.15% for Messrs. Jaffe and Beckwitt (though we note that in connection with Mr. Beckwitt’s retirement, Mr. Beckwitt was not eligible to receive any cash bonuses relating to the fiscal year 2023). • This decreases the total short-term incentive bonus payable to each executive, while still incentivizing growth in Pretax Income and strengthening the link between short-term incentive payouts and the Company’s performance. | | Long-term equity incentives should be more heavily weighted towards performance-based awards versus time-based shares. Stockholders suggested that equity pay mix be 60% performance-based and 40% time-based awards. | • With respect to Messrs. Miller, Jaffe, and Beckwitt, during fiscal 2023, the equity pay mix was approximately 70% performance-based and 30% time-based awards, which is a heavier emphasis on the performance-based awards than suggested by our stockholders and an increase in the emphasis on the performance-based awards since fiscal 2022 where the equity pay mix was approximately 65% performance-based and 35% time-based awards. • The increases in the performance share allocation are to provide greater alignment with long-term value creation for our stockholders. | | Target award payouts for performance-based awards should only be provided in connection with outperformance of peers, which provides a stronger link between executive pay and the Company’s performance. Target should be greater than the 50th percentile relative to our peer group. Stockholders’ suggested target: 55th percentile. | • The performance-based award target award payouts for Messrs. Miller, Jaffe, and Beckwitt were increased to the 65th percentile, which is a higher performance-based awards target than suggested by our stockholders and an increase from the 60th percentile in fiscal 2022. • The increase in the performance target goals to the 65th percentile relative to those in our peer group means we require greater outperformance of our peers for our NEOs to earn target payouts. This further strengthens the alignment between executive compensation and the Company’s performance. | | Payout level of long-term equity incentives at threshold performance achievement should be lowered. | • The payout level at threshold performance achievement was lowered from 50% of target to 30% of target for Messrs. Miller, Jaffe, and Beckwitt. • This reduces compensation for underperformance and strengthens the link between executive compensation and Company’s performance. |

  10. Compensation Highlights

    | Name | Salary ($) | Stock Awards ($) | Annual Cash Incentive Awards ($) | Total ($) | | Stuart Miller | 1,000,000 | 26,270,845 | 7,000,000 | 34,270,845 | | Executive Chairman and Co-Chief Executive Officer (effective September 1, 2023) | | | | | | Jonathan M. Jaffe | 800,000 | 22,999,640 | 5,306,190 | 29,105,830 | | Co-Chief Executive Officer and President (effective September 1, 2023) | | | | | | Diane Bessette | 750,000 | 3,230,346 | 3,000,000 | 6,980,346 | | Vice President, Chief Financial Officer and Treasurer | | | | | | Jeff McCall | 750,000 | 1,740,157 | 3,000,000 | 5,490,157 | | Executive Vice President | | | | | | Mark Sustana | 500,000 | 1,550,259 | 1,225,000 | 3,275,259 | | Vice President, General Counsel and Secretary | | | | | | David Collins | 325,000 | 950,471 | 900,000 | 2,175,471 | | Vice President and Controller | | | | | | Rick Beckwitt | 535,385 | 22,999,640 | — | 23,535,025 | | Former Co-Chief Executive Officer and Co-President | | | | |

  11. Nominees for Election

    Nominees for Election

  12. Nominees for Election

    | | | | | | Amy Banse Age: 64 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 and cybersecurity, her strategic and financial expertise, and her executive leadership experience. | | Other Boards • Adobe, Inc. • On Holding AG • The Clorox Company |

  13. Nominees for Election

    | | | | | | Tig Gilliam Age: 59 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. |

  14. Nominees for Election

    | | | | | | Sherrill W. Hudson Age: 81 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 • American Coastal Insurance Corporation |

  15. Nominees for Election

    | | | | | | Jonathan M. Jaffe Age: 64 Director Since: 2018 (also a director from 1997 to 2004) Co-Chief Executive Officer Since: November 2020 President Since: September 2023 (also President from 2018 to 2020) | Committees • None | | Professional Experience Mr. Jaffe has served as our Co-Chief Executive Officer and President since September 2023. Prior to that, Mr. Jaffe served as our Co-Chief Executive Officer and Co-President from November 2020 to September 2023. Mr. Jaffe previously 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 that, 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 • previously, Five Point Holdings, LLC • previously, Opendoor Technologies Inc. |

  16. Nominees for Election

    | | | | | | Sidney Lapidus Age: 86 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. |

  17. Nominees for Election

    | | | | | | Teri P. McClure Age: 60 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 |

  18. Nominees for Election

    | | | | | | Stuart Miller Age: 66 Director Since: 1990 Executive Chairman Since: 2018 Co-Chief Executive Officer (effective September 1, 2023) | Committees • Executive | | Professional Experience Mr. Miller has served as our Executive Chairman since April 2018 and as our Executive Chairman and Co-Chief Executive Officer since September 2023. Previously, Mr. Miller served as our Chief Executive Officer from 1997 to April 2018 and as 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 |

  19. Nominees for Election

    | | | | | | Armando Olivera Age: 74 Director Since: 2015 Independent | Committees • Audit (financial expert) • Nominating and Corporate Governance | | Professional Experience Mr. Olivera is the retired President & Chief Executive Officer of Florida Power & Light Company (“FPL”), one of the largest investor-owned electric utilities in the United States. Mr. Olivera also served as Chairman of the Boards of two non-profits: Florida Reliability Coordinating Council, which focuses on the reliability and adequacy of bulk electricity in Florida, and Southeastern Electric Exchange, which focuses on coordinating storm restoration services and enhancing operational and technical resources. After his retirement from FPL in May 2012, Mr. Olivera served as senior advisor at Britton Hill Partners, a private equity firm. From 2017 until 2021, Mr. Olivera was a venture partner in the sustainability practice of Ridge-Lane LP, a venture development firm. Mr. Olivera is a Director of Consolidated Edison, Inc. where he serves as the Chair of the Safety Environmental Operations and Sustainability Committee and a member of the Audit, Finance and Executive Committees. Mr. Olivera also serves as a Director of Fluor Corporation where he is the Chair of the Commercial Strategies and Operational Risk Committee and a member of the Executive and Governance Committees, and where he previously served on the Audit Committee. Mr. Olivera served as a Director of AGL Resources Inc. from December 2011 until July 2016. Mr. Olivera was a Trustee and Vice Chair of Miami Dade College until 2018. Mr. Olivera is Trustee Emeritus of Cornell University, Co-Chair of Cornell Engineering College Fund Raising Campaign, and member of the Cornell University Fund Raising Campaign, as well as a member of the Advisory Council at the Cornell Atkinson Center for Sustainability. Qualifications The Board nominated Mr. Olivera to serve as a director because of his leadership, engineering, and operations experience. Mr. Olivera’s experience from his leadership positions at FPL, and his service on other boards, supports the Board in its oversight of the Company’s management, financial, operations, and strategic planning activities. | | Other Boards • Consolidated Edison, Inc. • Fluor Corporation |

  20. Nominees for Election

    | | | | | | Dacona Smith Age: 51 Director Since: 2023 Independent | Committees • Compensation (as of January 9, 2024) | | Professional Experience Mr. Smith retired from Walmart Inc. (“Walmart”) in 2023 after a career there spanning over 30 years. Mr. Smith began as an hourly associate at a Walmart store and eventually held several executive positions, including roles in store management, regional management, and corporate operations. Most recently, he served as Executive Vice President and Chief Operations Officer, Walmart U.S. Stores. Qualifications The Board nominated Mr. Smith to serve as a director because of his expertise in matters relating to the retail industry, as well as his strong operational capabilities and executive leadership experience. | | |

  21. Nominees for Election

    | | | | | | Jeffrey Sonnenfeld Age: 69 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.” Mr. Sonnenfeld was recognized by Poets & Quants Magazine as the 2022 Professor of the Year in recognition of his high-profile efforts to catalyze the historic exits from Russia of over 1,000+ global businesses after the invasion of Ukraine and was named to Worth Magazine’s “Worthy 100 Leaders,” an annual global listing of the most influential leaders across society. Mr. Sonnenfeld was also presented the 2023 Greatest Impact on Corporate Boards award by Corporate Board Member magazine and is the recipient of the Academy of Management’s 2023 Award for Distinguished Scholar-Practitioner. Corporate Board Member magazine has also awarded Mr. Sonnenfeld its “Most Influential Voice” award. 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 |

  22. Nominees for Election

    | | | | | | Serena Wolfe Age: 44 Director Since: 2023 Independent | Committees • Audit (financial expert) (as of January 9, 2024) | | Professional Experience Ms. Wolfe is Chief Financial Officer of Annaly Capital Management, Inc. (“Annaly”). Ms. Wolfe has over 20 years of experience in accounting, of which 13 years were focused solely on real estate practice. Prior to joining Annaly in December 2019, Ms. Wolfe served as a Partner at Ernst & Young LLP (“EY”) since 2011. Ms. Wolfe held a variety of roles across industries since beginning her career at EY in 1998, including most recently as EY’s Central Region Real Estate Hospitality & Construction leader since 2017. Ms. Wolfe currently serves on the board of Doma Holdings, Inc. Ms. Wolfe is a Certified Public Accountant in the states of New York and California. Qualifications The Board nominated Ms. Wolfe to serve as a director because of her extensive experience in the real estate sector as both a public company audit partner and her financial expertise as a Chief Financial Officer of a public company, as well as her experience in cybersecurity matters. | | Other Boards • Doma Holdings, Inc. |

  23. Board Committees

    | Chair: Teri P. McClure Members: Amy Banse Tig Gilliam Sherrill Hudson Dacona Smith* *As of January 9, 2024 | Compensation Committee | | | THE COMPENSATION COMMITTEE IS RESPONSIBLE FOR: • designing our executive compensation philosophy, policies, and plans; • establishing CEO and other executive salaries, targets, and performance goals for annual incentive awards and certifying that the goals have been attained; • establishing terms of equity awards and other forms of compensation for our senior executives and our directors; • administering the Company’s equity-based plans, including our 2016 Equity Incentive Plan, as amended and restated (the “2016 Equity Plan”), and making or approving the grant of stock options, restricted stock and other equity-based awards under such plans; • reviewing the results of the annual advisory stockholder vote on executive compensation and considering whether to recommend adjustments to Lennar’s executive compensation policies and plans as a result of such votes; • providing guidance on general compensation programs and practices for all associates; and • overseeing the Company’s human capital management. The Compensation Committee has the authority to engage the services of outside legal or other experts and advisors as it deems necessary and appropriate to assist the committee in fulfilling its duties and responsibilities. For more information on outside advisors, see the Compensation Discussion and Analysis section of this proxy statement, which begins on page 29. The Board of Directors has determined that each member of the Compensation Committee meets the independence requirements under the NYSE’s corporate governance listing standards and meets the independence standards for compensation committee members required by the SEC. |

  24. 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. Relative to our peers, we continue to require above-median performance targets to earn target payouts. This mitigates the risk of excessive compensation relative to our peers and strengthens the Pay-for- Performance link between executive compensation and Company performance. |

  25. Risk Management

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

  26. 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 2023, our compensation program for the non-management directors consisted of the following types and levels of compensation:

  27. 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 Chair | $30,000 | Cash | | Audit Committee Members | $25,000 | Cash | | Compensation Committee Chair | $20,000 | Cash | | Compensation Committee Members | $15,000 | Cash | | NCG Committee Chair | $20,000 | Cash | | NCG Committee Members | $10,000 | Cash | | Lead Director | $75,000 | Cash |

  28. Director Compensation

    | (1) Share value of $135,000 is based on the closing price of the stock on the date of grant, April 12, 2023 ($105.39). |

  29. 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. For fiscal 2023, each of Messrs. Hudson, Lapidus, Olivera and Sonnenfeld elected to defer payment of both the cash and stock portions of their fees. Ms. McClure participated in the deferred compensation program until her termination in the program became effective in the second quarter of fiscal 2021. Mr. Gilliam participated in the deferred compensation program until he terminated his participation in September 2021 with respect to the cash portion of his Board and Committee fees, which termination was effective in the second quarter of fiscal 2022. Mr. Gilliam continues to defer the stock portion of his Board and Committee fees. 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, 2023.

  30. Director Compensation

    | Name | Aggregate Number of Class A Shares of Phantom Stock Held in Deferred Compensation Account at November 30, 2023 | | Tig Gilliam | 40,282 | | Sherrill W. Hudson | 64,621 | | Sidney Lapidus | 63,138 | | Teri P. McClure (1) | 21,548 | | Armando Olivera | 23,714 | | Jeffrey Sonnenfeld | 55,870 |

  31. Director Compensation

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

  32. Director Compensation

    The following table sets forth information regarding the compensation of our non-management directors for fiscal 2023. Messrs. Miller, Jaffe and Beckwitt are omitted from the table as Messrs. Miller and Jaffe do not, and Mr. Beckwitt did 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 29.

  33. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(1)(2) | All Other Compensation ($)(3) | Total ($) | | Amy Banse | 95,000 | 204,557 | 342 | 299,899 | | Tig Gilliam | 110,000 | 204,899 | 56,252 | 371,151 | | Sherrill W. Hudson | 115,000 | 204,899 | 88,426 | 408,325 | | Sidney Lapidus | 145,000 | 204,899 | 86,773 | 436,672 | | Teri P. McClure | 100,000 | 204,557 | 30,858 | 345,415 | | Armando Olivera | 105,000 | 204,899 | 32,505 | 342,404 | | Dacona Smith | 17,500 | 92,013 | 103 | 109,616 | | Jeffrey Sonnenfeld | 115,000 | 204,899 | 75,886 | 395,785 | | Serena Wolfe | 17,500 | 99,391 | 103 | 116,993 |

  34. Director Compensation

    | (1) 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. However, as noted above, Mr. Gilliam continues to defer the stock portion of his Board and Committee fees. The table below sets forth, with respect to each participating director, such director’s deferred cash fees and deferred stock awards for fiscal 2023, as well as the phantom shares credited to such director’s account for fiscal 2023. |

  35. Director Compensation

    | Name | Deferred Cash Fees ($) | Deferred Stock Awards ($) | Phantom Shares Credited to Account | | Tig Gilliam | 0 | 70,000 | 1,136 | | Sherrill W. Hudson | 115,000 | 70,000 | 2,458 | | Sidney Lapidus | 145,000 | 70,000 | 2,712 | | Armando Olivera | 105,000 | 70,000 | 1,859 | | Jeffrey Sonnenfeld | 115,000 | 70,000 | 2,327 |

  36. Director Compensation

    | (2) Amount reflects (i) 50% of the annual retainer fee, payable in shares of Class A common stock, and (ii) the fair market value of (a) the 1,280 shares of Class A common stock that constitute the annual equity grant for all directors other than Mr. Smith and Ms. Wolfe and (b) the 708 and 778 shares of Class A common stock that constitute the prorated annual equity grant for Mr. Smith and Ms. Wolfe, respectively. The annual equity grant award was made on April 12, 2023, 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 $105.39 per share. The prorated annual equity grant award to Mr. Smith and Ms. Wolfe was made on September 22, 2023 and September 2, 2023, respectively, and also had a grant date fair value of $105.39 per share, the closing price of Lennar’s Class A common stock on April 12, 2023. All of the foregoing shares were fully vested upon issuance, but 50% of the shares are subject to a two-year minimum holding period. |

  37. Director Compensation

    | (3) With respect to Ms. Banse, Mr. Smith and Ms. Wolfe, the amount reflects cash in lieu of fractional shares relating to the quarterly annual retainer fees paid in stock. With respect to 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 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 2023. |

  38. Director Compensation

    | Name | Dividends Deferred ($) | Phantom Shares Credited to Account for Deferred Dividends | | Tig Gilliam | 56,252 | 508 | | Sherrill W. Hudson | 88,426 | 798 | | Sidney Lapidus | 86,773 | 783 | | Teri McClure | 30,516 | 275 | | Armando Olivera | 32,505 | 293 | | Jeffrey Sonnenfeld | 75,886 | 685 |

  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 the guidelines or are on track to comply within the five-year period. 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 2024 Annual Meeting, we will ask our stockholders to vote, on an advisory basis, on the fiscal 2023 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 that complies with Rule 10D-1, 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 2024 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 2023 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 2023, our NEOs were:

  40. Director Compensation

    | Stuart Miller Executive Chairman and Co-Chief Executive Officer (effective September 1, 2023) | Jonathan M. Jaffe Co-Chief Executive Officer and President (effective September 1, 2023) | Diane Bessette Vice President, Chief Financial Officer and Treasurer | Jeff McCall Executive Vice President | Mark Sustana Vice President, General Counsel and Secretary | David Collins Vice President and Controller | Rick Beckwitt Former Co-Chief Executive Officer and Co-President |

  41. Director Compensation

    | Table of Contents | | | | | EXECUTIVE SUMMARY | 29 | 2020 Performance Shares – Results | 45 | | Our Compensation Practices | 35 | Other Benefits | 46 | | Roles and Responsibilities with Regard to Compensation | 36 | Change in Control Effects | 46 | | Use of Market Data | 37 | Executive Transitions | 46 | | 2023 Compensation Decisions | 37 | Other Compensation Practices | 47 |

  42. Executive Summary

    | What Stockholders Said: | Action We Took: | | The short-term cash incentive bonus opportunity for our Co-CEOs, which is a profit-sharing arrangement based on a percentage of Pretax Income subject to a capital charge, should be reduced. | • We reduced the Pretax Income profit-sharing percentage from 0.58% to 0.20% for Mr. Miller, and from 0.51% to 0.15% for Messrs. Jaffe and Beckwitt (though we note that in connection with Mr. Beckwitt’s retirement, Mr. Beckwitt was not eligible to receive any cash bonuses relating to the fiscal year 2023). • This decreases the total short-term incentive bonus payable to each executive, while still incentivizing growth in Pretax Income and strengthening the link between short-term incentive payouts and the Company’s performance. | | Long-term equity incentives should be more heavily weighted towards performance-based awards versus time-based shares. Stockholders suggested that equity pay mix be 60% performance-based and 40% time-based awards. | • With respect to Messrs. Miller, Jaffe, and Beckwitt, during fiscal 2023, the equity pay mix was approximately 70% performance-based and 30% time-based awards, which is a heavier emphasis on the performance-based awards than suggested by our stockholders and an increase in the emphasis on the performance-based awards since fiscal 2022 where the equity pay mix was approximately 65% performance-based and 35% time-based awards. • The increases in the performance share allocation are to provide greater alignment with long-term value creation for our stockholders. | | Target award payouts for performance-based awards should only be provided in connection with outperformance of peers, which provides a stronger link between executive pay and the Company’s performance. Target should be greater than the 50th percentile relative to our peer group. Stockholders’ suggested target: 55th percentile. | • The performance-based award target award payouts for Messrs. Miller, Jaffe, and Beckwitt were increased to the 65th percentile, which is a higher performance-based awards target than suggested by our stockholders and an increase from the 60th percentile in fiscal 2022. • The increase in the performance target goals to the 65th percentile relative to those in our peer group means we require greater outperformance of our peers for our NEOs to earn target payouts. This further strengthens the alignment between executive compensation and the Company’s performance. | | Payout level of long-term equity incentives at threshold performance achievement should be lowered. | • The payout level at threshold performance achievement was lowered from 50% of target to 30% of target for Messrs. Miller, Jaffe, and Beckwitt. • This reduces compensation for underperformance and strengthens the link between executive compensation and the Company’s performance. |

  43. Executive Summary

    | | Performance Measures | Performance Period | Variable financial performance objectives? | Approximate Equity Percentage of Total Direct Compensation | | 2023 | Unchanged, but (1) relative target performance moved from 60% to 65% as compared to our Peer Group; and (2) payout level at threshold performance achievement lowered from 50% of target to 30% of target | 3 Years | Yes – unchanged | 83% | | 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 | • Relative Gross Profit Percentage • Relative Return on Tangible Capital • Debt/EBITDA Multiple • Relative Total Stockholder Return | 3 Years | Yes – unchanged | 59% |

  44. Executive Summary

    | | Miller | Beckwitt | Jaffe | | 2023 | 0.20% of Pretax Income after a 7.3% capital charge – subject to a maximum payout cap of $7.0 million | 0.15% of Pretax Income after a 7.3% capital charge – subject to a maximum payout cap of $6.0 million | 0.15% of Pretax Income after a 7.3% capital charge – subject to a maximum payout cap of $6.0 million | | 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 |

  45. 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, Jaffe, McCall, and Beckwitt 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. Mr. Collins 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. |

  46. Our Compensation Practices

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

  47. Our Compensation Practices

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

  48. 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 |

  49. 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. |

  50. 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 2023 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”):

  51. 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) | |

  52. 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.

  53. 2023 Compensation Decisions

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

  54. 2023 Compensation Decisions

    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 2023 annual cash incentive awards were made under our 2016 Incentive Compensation Plan. 2023 Annual Cash Incentive Decisions MESSRS. MILLER, JAFFE AND BECKWITT In connection with Mr. Beckwitt’s retirement, Mr. Beckwitt was not eligible to receive and did not receive any cash bonus relating to the fiscal year 2023. For more information on Mr. Beckwitt’s retirement, see “Compensation Discussion and Analysis—Executive Transitions—Departure of Rick Beckwitt” in this proxy statement. Although Mr. Beckwitt did not receive any cash bonus relating to the fiscal year 2023, we include in this section of the proxy statement the decisions from our Compensation Committee relating to Mr. Beckwitt’s cash bonus made prior to the announcement of his retirement. We present this information, along with Compensation Committee decisions regarding Messrs. Miller and Jaffe since such decisions underscore our Compensation Committee’s consistent efforts to align with and be responsive to our stockholders. The cash bonuses for Messrs. Miller, Jaffe, and Beckwitt 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 2023, 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 2022 compensation paid to Messrs. Miller, Jaffe, and Beckwitt as compared with the compensation paid in fiscal 2021 and 2022 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 2022, and the results Lennar was expected to achieve during fiscal 2023, the Compensation Committee decided to apply a formula for Messrs. Miller, Jaffe, and Beckwitt that included cash incentive bonuses equal to 0.20%, 0.15%, and 0.15%, respectively, of Lennar’s fiscal 2023 Pretax Income, after a capital charge equal to 7.3% of tangible capital. The reduced percentages of Pretax Income decrease the total amount of annual cash incentive payable to each of Messrs. Miller, Jaffe and Beckwitt. In addition, at that time, after a review and discussion of the 2023 executive compensation program, informed by feedback received during extensive outreach to stockholders, the results of the Company’s 2023 advisory vote on executive compensation, and consultations with its independent compensation advisor, the Compensation Committee determined that the cash bonus plans of Messrs. Miller, Jaffe and Beckwitt should continue to provide for a cash bonus cap of $7.0 million, $6.0 million and $6.0 million, respectively. The cap was introduced in November 2022, informed by feedback received during extensive outreach to stockholders and consultations with the independent compensation advisor of the Compensation Committee. Based on our fiscal 2023 Pretax Income of $5.4 billion, and after taking into account the $1.8 billion capital charge, Mr. Miller would have been entitled to a cash bonus payment of $7,074,920 and Mr. Jaffe was entitled to a cash bonus payment of $5,306,190. Since as noted above, the cash bonus payments were subject to a cap, Mr. Miller received a cash bonus payment of $7.0 million. Mr. Jaffe received a cash bonus payment of $5,306,190, which was below his $6.0 million cap. Mr. Miller’s and Mr. Jaffe’s cash bonus payments for fiscal 2023 reflected the strengthened link between short-term incentive payouts and the Company’s performance described above. MS. BESSETTE Ms. Bessette had the opportunity to earn a cash bonus of up to a maximum of 400% of her base salary, which is consistent with Ms. Bessette’s maximum bonus opportunity for fiscal year 2022. However, Ms. Bessette’s fiscal year 2023 cash bonus opportunity otherwise differed from her fiscal year 2022 cash bonus opportunity because it was designed to focus on her achievement of certain strategic, operational and financial objectives and, unlike her fiscal year 2022 cash bonus opportunity, was not directly tied to her individual annual performance appraisal review. The performance criteria and associated payout for Ms. Bessette’s award are shown below.

  55. 2023 Compensation Decisions

    | | | Performance Levels/ Target/Maximum Bonus Opportunity | | | Performance Criteria | Percent of Target/Maximum Award | Threshold | % of Target/Maximum | | • Meet or exceed FY 2023 business plan profitability • Maximize cash generation and allocate capital to create greater stockholder value • Continue with debt reduction strategies to further strengthen the balance sheet • Enforce corporate governance, company policy and procedure adherence, strong internal controls • Leadership matters: drive change, build great teams, be accountable, and embrace new programs to improve the Company’s performance • Continue transformation of the FP&A Department • Continue transformation of the Treasury Department • Begin transformation of the Technology Department | 100% | Good Very Good Exceptional | 25% 50% 100% | | Total | 100% of Target/Maximum Award (400% of Base Salary) | | |

  56. 2023 Compensation Decisions

    | | | Performance Levels/ Target/Maximum Bonus Opportunity | | | Performance Criteria | Percent of Target/Maximum Award | Threshold | % of Target/Maximum | | • Meet or exceed FY 2023 business plan profitability • Establish stand-alone Quarterra overhead structure • Complete IT separation of SFR and MF (each as defined below) application stacks • Enforce corporate governance, company policy and procedure adherence, strong internal controls • Leadership matters: drive change, build great teams, be accountable, and embrace new programs to improve the Company’s performance • Continue transformation of SFR debt strategy • Begin transformation of Multifamily capital efficiency strategy • Execute on QMV3 (as described below) portfolio strategy | 100% | Good Very Good Exceptional | 25% 50% 100% | | Total | 100% of Target/Maximum Award (400% of Base Salary) | | |

  57. 2023 Compensation Decisions

    The Compensation Committee determined that Mr. McCall had achieved an “exceptional” performance rating for the above-referenced performance criteria and was therefore entitled to a maximum award of 400% of his base salary, or $3,000,000. In determining the score earned for Mr. McCall’s performance, the Compensation Committee recognized the following achievements: overall contribution toward the Company exceeding its profitability goals for fiscal year 2023, effective strategic leadership in the establishment of a stand-alone overhead structure for the Company’s asset management business, successful completion of the technological separation of the Company’s Single-Family Rental (“SFR”) and Multifamily application software, effective executive management oversight and transformation of the Company’s SFR debt strategy and Multifamily capital efficiency strategy, and successful execution of the portfolio strategy of QMV3, a multifamily fund at one of the company’s subsidiaries. No specific weight was given to any particular factor in the evaluations, and no one factor was determinative. MR. SUSTANA Mr. Sustana had the opportunity to earn a cash bonus of up to a maximum of 280% of his base salary, which is consistent with Mr. Sustana’s maximum bonus opportunity for fiscal year 2022. However, Mr. Sustana’s fiscal year 2023 cash bonus opportunity otherwise differed from his fiscal year 2022 cash bonus opportunity because it was designed to focus on his achievement of certain strategic, financial and operational objectives and, unlike his fiscal year 2022 cash bonus opportunity, was not directly tied to his individual annual performance appraisal review. The performance criteria and associated payout are shown below.

  58. 2023 Compensation Decisions

    | | | Performance Levels/ Target/Maximum Bonus Opportunity | | | Performance Criteria | Percent of Target/Maximum Award | Threshold | % of Target/Maximum | | • Meet or exceed FY 2023 business plan profitability • Litigation management • Regulatory compliance • Oversight of Risk Management • Oversight of Government Affairs • Successful completion of special projects • Leadership matters: drive change, build great teams, be accountable, and embrace new programs to improve Company’s performance • Enforce corporate governance, company policy and procedure adherence, strong internal controls | 100% | Good Very Good Exceptional | 25% 50% 100% | | Total | 100% of Target/Maximum Award (280% of Base Salary) | | |

  59. 2023 Compensation Decisions

    The Compensation Committee determined that Mr. Sustana’s cash bonus for fiscal 2023 was 245% of his base salary, or $1,225,000. In making this determination, the Compensation Committee determined that Mr. Sustana had, in general, achieved an “exceptional” performance rating in respect of the foregoing performance criteria, including as a result of his provision of strategic legal counsel and support to Company business units to enable achievement of business goals and overall contribution to the Company’s solid performance during fiscal 2023, and his strategic leadership in managing litigation and regulatory compliance and in response to legal and governance challenges during the year, but that the maximum bonus opportunity was not awarded due to incomplete implementation of programs to improve Company performance as of the end of the fiscal year. No specific weight was given to any particular factor in the evaluations, and no one factor was determinative. MR. COLLINS Mr. Collins’ bonus opportunity was amended on April 11, 2023 to reflect his additional responsibilities and increased leadership role at the Company. As of April 11, 2023, Mr. Collins had the opportunity to earn a cash bonus of up to a maximum of $900,000, with 60% of the goal based on department goals, 25% of the goal based on leadership matters and the other 15% based on performance criteria related to continuous improvement and transformation. The performance criteria and associated payout for Mr. Collins’ award are shown below.

  60. 2023 Compensation Decisions

    | Performance Criteria | Percent of Target/Maximum Award | Performance Levels/ Target/Maximum Bonus Opportunity | | | | | Threshold | % of Target/Maximum | | Department Goals: • Meet or exceed FY 2023 business plan profitability • Assist in successfully spinning Quarterra • Improve the content, simplicity and accuracy of all reports • Strongly support Lennar Technical Services, Planning, Internal Audit and Legal as they embark on significant transformational and transitional processes • Enforce corporate governance, company policy and procedure adherence, strong internal controls | 60% | Good Very Good Exceptional | 25% 50% 100% | | Leadership Matters: • Drive change • Build great teams • Be accountable • Be humble | 25% | Good Very Good Exceptional | 25% 50% 100% | | Continuous Improvement / Transformation: • Automate joint venture reporting • Implement narrative reporting • Create an automated process for land bank accounting and reporting | 15% | Good Very Good Exceptional | 25% 50% 100% | | Total | 100% of Target/Maximum Award ($900,000) | | |

  61. 2023 Compensation Decisions

    The April 11, 2023 amendment replaced and superseded Mr. Collins’ prior cash bonus opportunity which was capped at 246% of his base salary, with 60% of the goal based on individual performance criteria and the other 40% based on performance criteria relating to corporate governance, company policy and procedure adherence, and internal audit evaluation as determined by the NCG Committee. Mr. Collins was deemed to meet the “exceptional” performance level with respect to each of the performance criteria and received a cash bonus of 100% of his maximum award, or $900,000. In determining the score earned for Mr. Collins’ performance, the Compensation Committee recognized the following achievements: overall contribution toward the Company exceeding its profitability goals for fiscal year 2023, assisting in preparing the Company for its then-contemplated spin-off of its asset management business, effective leadership and support in the transformational and transitional processes of the Company’s technology, financial planning and analysis, internal audit and legal functions, and solid strategic leadership on other process and reporting improvements. No specific weight was given to any particular factor in the evaluations, and no one factor was determinative. 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:

  62. 2023 Compensation Decisions

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

  63. 2023 Compensation Decisions

    During 2023, 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. During 2023, our Compensation Committee further refined our restricted stock grant program with stockholder concerns in mind. A greater discussion on the actions our Compensation Committee took with respect to equity-based compensation in light of stockholder concerns is detailed in “Proxy Summary – Compensation Highlights.” 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 2023 were based upon recommendations by Messrs. Miller, Jaffe, and Beckwitt 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 2023 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. 2023 Equity-Based Compensation Decisions In February 2023, the Compensation Committee approved the awards shown below of restricted Class A common stock under the 2016 Equity Plan. As noted in “Proxy Summary – Compensation Highlights” and elsewhere in this “Compensation Discussion and Analysis” section, with respect to Messrs. Miller, Jaffe, and Beckwitt, during fiscal 2023, the equity pay mix was approximately 70% performance-based and 30% time-based awards, which is a heavier emphasis on the performance-based awards than suggested by our stockholders and an increase in the emphasis on the performance-based awards since fiscal 2022 where the equity pay mix was approximately 65% performance-based and 35% time-based awards.

  64. 2023 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 | 7,950,093 | 82,180 | 18,320,752 | 191,755 | | Rick Beckwitt | 6,960,443 | 71,950 | 16,039,197 | 167,875 | | Jonathan M. Jaffe | 6,960,443 | 71,950 | 16,039,197 | 167,875 | | Diane Bessette | 1,625,232 | 16,800 | 1,605,114 | 16,800 | | Jeff McCall | 875,497 | 9,050 | 864,660 | 9,050 |

  65. 2023 Compensation Decisions

    | (2) The shares of service-based restricted stock will vest in equal installments on each of February 14, 2024, February 14, 2025, and February 14, 2026. |

  66. 2023 Compensation Decisions

    | (3) 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 $5,496,226 for Mr. Miller, $4,811,759 for Mr. Beckwitt, $4,811,759 for Mr. Jaffe, $481,534 for Ms. Bessette and $259,398 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 $36,641,504 for Mr. Miller, $32,078,394 for Mr. Beckwitt, $32,078,394 for Mr. Jaffe, $3,210,228 for Ms. Bessette and $1,729,319 for Mr. McCall. |

  67. 2023 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 | >1.70 | | 30% (threshold) | 25th Percentile | 25th Percentile | 25th Percentile | 1.40 | | 100% (target) | 65th Percentile | 65th Percentile | 65th Percentile | 1.10 | | 200% (maximum) | 75th Percentile | 75th Percentile | 75th Percentile | ≤0.80 |

  68. 2023 Compensation Decisions

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

  69. 2023 Compensation Decisions

    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. As noted in “Proxy Summary – Compensation Highlights” and elsewhere in this “Compensation Discussion and Analysis” section, (1) the performance-based award target award payouts for Messrs. Miller, Jaffe, and Beckwitt were increased to the 65th percentile from the 60th percentile in fiscal 2022; and (2) the payout level at threshold performance achievement was lowered from 50% of target to 30% of target for Messrs. Miller, Jaffe, and Beckwitt, which reduces compensation for underperformance and strengthens the link between executive compensation and Company’s performance. 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. Grants of service-based restricted stock In February 2023, the Compensation Committee also approved a grant to Mr. Sustana of 16,025 shares of service-based restricted Class A common stock that will vest in equal installments on each of February 14, 2024, February 14, 2025, and February 14, 2026. The stock had a grant date fair value of $1,550,259. In addition, in February 2023, the Compensation Committee approved a grant to Mr. Collins of 9,825 shares of service-based restricted Class A common stock that will vest in equal installments on each of February 14, 2024, February 14, 2025, and February 14, 2026. The stock had a grant date fair value of $950,471. Compensation Discussion and Analysis 2020 Performance Shares – Results 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 NEOs, Messrs. Miller, 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 2021, 2022 and 2023 grants of performance-based awards, 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 three-year 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. Mr. Beckwitt was retirement-eligible when he retired from the Company during fiscal 2023, effective September 1, 2023. As a result, in accordance with the terms of the 2016 Equity Plan and his individual award agreement, all of his 94,804 outstanding unvested shares of service-based restricted stock fully vested as of September 1, 2023. Further, although the terms of the 2016 Equity Plan and his individual award agreement would have allowed Mr. Beckwitt to be eligible to vest in his performance-based restricted stock awards as though he had remained employed for the entire applicable three-year performance period (subject to certain terms and conditions), Mr. Beckwitt forfeited all of his 406,047 outstanding unvested shares of performance-based restricted stock awards for other good and valuable consideration. For more information on Mr. Beckwitt’s retirement, see “Compensation Discussion and Analysis—Executive Transitions—Departure of Rick Beckwitt” in this proxy statement. None of our other NEOs has indicated any intention to retire. 2020 Performance Shares – Results In 2020, Messrs. Miller, Jaffe, McCall, and Beckwitt and Ms. Bessette were granted target awards of 106,934, 83,214, 12,429, 94,795 and 14,501 shares, respectively, of performance-based restricted Class A common stock (“2020 Performance Shares”). The 2020 Performance Shares had a three-year performance period that ended on November 30, 2022. The number of 2020 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.

  70. 2023 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 |

  71. 2023 Compensation Decisions

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

  72. 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 in “Executive Compensation – Potential Payments Upon Termination after Change in Control” in this proxy statement.

  73. Executive Transitions

    Executive Transitions Appointment of Stuart Miller as Co-Chief Executive Officer On July 14, 2023, the Company appointed Mr. Miller as the Company’s Co-Chief Executive Officer effective as of September 1, 2023. Mr. Miller succeeded Mr. Beckwitt, who had served as the Company’s Co-Chief Executive Officer and Co-President since November 2020. Prior to the appointment, Mr. Miller served as the Company’s Executive Chairman since April 2018. No adjustment was made to Mr. Miller’s compensation arrangements in connection with his appointment as Co -Chief Executive Officer. Mr. Miller has continued to serve as the Company’s Executive Chairman concurrently with his appointment as Co-Chief Executive Officer. Jonathan Jaffe, previously Co-Chief Executive Officer and Co-President of the Company, was appointed the Company’s Co-Chief Executive Officer and President, also effective September 1, 2023. Our Co-Chief Executive Officer management structure allows us to benefit from the expertise, leadership and collaborative working relationship of two homebuilding veterans, each of whom has been with the Company working side by side for over 40 years. In building and expanding the Company’s operations in a number of homebuilding markets, including California, Florida and Texas, through both organic growth and acquisitions, Messrs. Miller and Jaffe have developed deep institutional knowledge regarding all aspects of our Company, our markets, the challenges and expectations of our homebuyers, land sellers, trade partners and other parties, and strategies for how to meet them. The Co-CEO strategy allows full attention to the Company’s expanded geography and allows us to take full advantage of all opportunities in both established and newer markets. Messrs. Miller and Jaffe are in a unique position to use this institutional knowledge to support our continued future growth in both current markets and new markets. Moreover, having two co-Chief Executive Officers, each of whom shares responsibility for operations, allows for more significant impact across the Company overall. In addition to his operations role, Mr. Miller focuses on continuous process improvement, technology initiatives and innovation. He also leads the Company’s efforts to become a pure play homebuilder and the development of the Lennar Machine, a technology platform that optimizes our sales, marketing and dynamic pricing. Mr. Miller is also the chief engineer of the Company’s land-light strategy. Our two Co-Chief Executive Officers’ shared operational focus and complementary skill sets have been instrumental in our success as a business, including with respect to our growth, and we believe that this structure provides leadership for the entire organization, promotes consistency and accountability and supports a more coordinated and cohesive long-term strategy, which will continue to drive even higher returns to our stockholders. Departure of Rick Beckwitt Effective as of September 1, 2023, Rick Beckwitt retired from the role of Co-Chief Executive Officer and Co-President of the Company and retired as a member of the Board of Directors. Mr. Beckwitt was retirement-eligible when he retired from the Company. In connection with Mr. Beckwitt’s retirement, he entered into the Separation Agreement and General Release dated as of July 14, 2023 with the Company (the “Beckwitt Separation Agreement”). The Beckwitt Separation Agreement was negotiated in the context of competing considerations of the parties and reflected a mutually agreed resolution of those considerations. Pursuant to the Beckwitt Separation Agreement, and in consideration for, among other things, (i) his release of claims in favor of the Company and his continued compliance with a 2-year post-termination non-competition restriction (Mr. Beckwitt was not previously subject to any non-competition restriction in connection with his employment at the Company), a 4-year post-termination non-solicitation restriction, and a perpetual obligation to not disparage the Company and (ii) forfeiture of equity awards as described herein, Mr. Beckwitt received: (1) a payment equal to $20,243,245, less applicable withholdings and deductions and (2) full vesting of all of the 94,804 outstanding shares of time-based restricted stock held by Mr. Beckwitt, which he is entitled to receive pursuant to the 2016 Equity Plan. Mr. Beckwitt forfeited:

  74. Executive Transitions

    | • | 68,312 performance-based restricted stock awards granted on February 26, 2021 (with an estimated fair value of $10.3 million as of the end of the three-year performance period); |

  75. Executive Transitions

    | • | 92,390 performance-based restricted stock awards granted on February 28, 2022 (with an estimated current fair value of $13.9 million); |

  76. Executive Transitions

    | • | 77,470 performance-based restricted stock awards granted on November 17, 2022 (with an estimated current fair value of $11.6 million); and |

  77. Executive Transitions

    | • | 167,875 performance-based restricted stock awards granted on February 28, 2023 (with an estimated current fair value of $25.2 million). |

  78. Executive Transitions

    Collectively, these forfeited awards had an estimated current fair value of $60.9 million. Because Mr. Beckwitt was retirement-eligible when he retired from the Company, pursuant to the 2016 Equity Plan, if not for the forfeiture of these awards, Mr. Beckwitt, following his retirement, would have been eligible to vest in his performance-based restricted stock awards as though he had remained employed for the entire applicable three-year performance period (subject to certain terms and conditions). In connection with his retirement, Mr. Beckwitt did not receive any enhanced benefit or compensation beyond that set forth in the Beckwitt Separation Agreement described above. For more information on the effect of retirement on equity awards, see “Compensation Discussion and Analysis—2023 Compensation Decisions—Effect of Retirement on Equity Awards” in this proxy statement. Mr. Beckwitt also forfeited his 2023 cash incentive compensation under our incentive compensation program pursuant to the terms and conditions of our incentive compensation program.

  79. 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. As of January 31, 2024, 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, 2024(1)(2)

  80. Other Compensation Practices

    | (1) 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. |

  81. Other Compensation Practices

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(4) | Total ($) | | Stuart Miller | 2023 | 1,000,000 | — | 26,270,845 | 7,000,000 | 14,068 | 34,284,913 | | Executive Chairman | 2022 | 1,000,000 | — | 26,499,994 | 7,000,000 | 427,100 | 34,927,094 | | & Co-Chief Executive Officer | 2021 | 1,000,000 | — | 18,921,266 | 18,921,275 | 9,535 | 38,852,076 | | Jonathan M. Jaffe | 2023 | 800,000 | — | 22,999,640 | 5,306,190 | 34,837 | 29,140,667 | | Co-Chief Executive Officer | 2022 | 800,000 | — | 23,199,948 | 6,000,000 | 33,035 | 30,032,983 | | and President | 2021 | 800,000 | — | 16,607,806 | 16,607,876 | 29,535 | 34,045,217 | | Diane Bessette | 2023 | 750,000 | — | 3,230,346 | 3,000,000 | 21,545 | 7,001,891 | | Vice President, Chief Financial | 2022 | 750,000 | — | 2,250,595 | 3,000,000 | 20,235 | 6,020,830 | | Officer and Treasurer | 2021 | 750,000 | 750,000 | 2,000,407 | 2,025,000 | 16,735 | 5,542,142 | | Jeff McCall | 2023 | 750,000 | — | 1,740,157 | 3,000,000 | 14,068 | 5,504,225 | | Executive Vice President | 2022 | 750,000 | — | 1,750,862 | 2,625,000 | 13,035 | 5,138,897 | | | 2021 | 750,000 | 350,000 | 1,750,169 | 2,025,000 | 9,535 | 4,884,704 | | Mark Sustana | 2023 | 500,000 | — | 1,550,259 | 1,225,000 | 14,068 | 3,289,327 | | Vice President, General Counsel | 2022 | 500,000 | — | 1,350,447 | 1,200,000 | 13,035 | 3,063,482 | | and Secretary | 2021 | 465,000 | 150,000 | 1,190,205 | 1,023,000 | 9,535 | 2,837,740 | | David Collins | 2023 | 325,000 | — | 950,471 | 900,000 | 14,068 | 2,189,539 | | Vice President and Controller | | | | | | | | | Rick Beckwitt | 2023 | 535,385 | — | 22,999,640(3) | — | 20,272,538 | 43,807,563 | | Former Co-Chief Executive | 2022 | 800,000 | — | 23,199,948(3) | 6,000,000 | 447,100 | 30,447,048 | | Officer and Co-President | 2021 | 800,000 | — | 16,607,806(3) | 16,607,876 | 29,535 | 34,045,217 |

  82. 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 2023. The cash awards were granted under Lennar’s 2016 Incentive Compensation Plan and the equity awards were granted under Lennar’s 2016 Equity Plan.

  83. Grants of Plan-Based Awards

    | | | | Estimated possible payouts under non-equity incentive plan awards | | Estimated future payouts under equity incentive plan awards(7)(8) | | | All other stock awards: number of Shares of stock (#) | Grant date fair value of stock awards ($)(12) | | Name | Type of award | Grant date | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Stuart Miller | AIC | — | — | 7,000,000(1) | — | — | — | — | — | | | PS/RS | 2/28/2023 | — | — | 57,527 | 191,755 | 383,510 | 82,180(10) | 26,270,845 | | Jonathan M. Jaffe | AIC | — | — | 6,000,000(1) | — | — | — | — | — | | | PS/RS | 2/28/2023 | — | — | 50,363 | 167,875 | 335,750 | 71,950(10) | 22,999,640 | | Diane Bessette | AIC | — | 3,000,000(2) | 3,000,000(2) | — | — | — | — | — | | | PS/RS | 2/28/2023 | — | — | 5,040 | 16,800 | 33,600 | 16,800(10) | 3,230,346 | | Jeff McCall | AIC | — | 3,000,000(3) | 3,000,000(3) | — | — | — | — | — | | | PS/RS | 2/28/2023 | — | — | 2,715 | 9,050 | 18,100 | 9,050(10) | 1,740,157 | | Mark Sustana | AIC | — | 1,400,000(4) | 1,400,000(4) | — | — | — | — | — | | | RS | 2/28/2023 | — | — | — | — | — | 16,025(10) | 1,550,259 | | David Collins | AIC | — | 900,000(5) | 900,000(5) | — | — | — | — | — | | | RS | 2/28/2023 | — | — | — | — | — | 9,825(10) | 950,471 | | Rick Beckwitt | AIC | — | — | 6,000,000(6) | — | — | — | — | — | | | PS/RS | 2/28/2023 | — | — | 50,363(9) | 167,875(9) | 335,750(9) | 71,950(11) | 22,999,640 |

  84. Grants of Plan-Based Awards

    Executive Compensation Grants of Plan-Based Awards

  85. Grants of Plan-Based Awards

    | AIC - | Annual Cash Incentive Compensation |

  86. 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 |

  87. Grants of Plan-Based Awards

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

  88. Grants of Plan-Based Awards

    | (1) Pursuant to the terms of their award agreements, Messrs. Miller and Jaffe could receive 0.20% and 0.15% respectively, of Lennar’s fiscal 2023 Pretax Income after a 7.3% capital charge on tangible capital, and subject to a cash bonus cap of $7,000,000 and $6,000,000 respectively. Based on our fiscal 2023 Pretax Income, and after taking into account the capital charge and the cash bonus cap, Messrs. Miller and Jaffe were entitled to cash bonus payments of $7,000,000 and $5,306,190 respectively. For further discussion, please see the “Compensation Discussion and Analysis—Annual Cash Incentive Compensation” section of this proxy statement. These cash bonus amounts, which were paid in the first quarter of fiscal 2024, are also reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. There was no threshold and no target. |

  89. Grants of Plan-Based Awards

    | (2) Ms. Bessette had the opportunity to earn a maximum award of up to 400% of base salary based on specified performance criteria. The amount paid to Ms. Bessette with regard to fiscal 2023 was $3,000,000 and is reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. There was no threshold. |

  90. Grants of Plan-Based Awards

    | (3) Mr. McCall had the opportunity to earn a maximum award of up to 400% of base salary based on specified performance criteria. The amount paid to Mr. McCall with regard to fiscal 2023 was $3,000,000 and is reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. There was no threshold. |

  91. Grants of Plan-Based Awards

    | (4) Mr. Sustana had the opportunity to earn a maximum award of up to 280% of base salary based on specified performance criteria. The amount paid to Mr. Sustana with regard to fiscal 2023 was $1,225,000 and is reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. There was no threshold. |

  92. Grants of Plan-Based Awards

    | (5) Mr. Collins had the opportunity to earn a maximum award of up to $900,000 based on specified performance criteria. The amount paid to Mr. Collins with regard to fiscal 2023 was $900,000 and is reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. There was no threshold. |

  93. Grants of Plan-Based Awards

    | (6) Pursuant to the terms of his award agreement, Mr. Beckwitt was entitled to earn 0.15% of Lennar’s fiscal 2023 Pretax Income after a 7.3% capital charge on tangible capital, subject to a cash bonus cap of $6,000,000. As described in the section titled “Compensation Discussion and Analysis—Executive Transitions—Departure of Rick Beckwitt” in this proxy statement, Mr. Beckwitt retired from his executive officer role at the Company effective as of September 1, 2023, resulting in, among other things, the forfeiture of Mr. Beckwitt’s cash incentive compensation under our incentive compensation program pursuant to the terms and conditions of our incentive compensation program. |

  94. Grants of Plan-Based Awards

    | (7) 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. |

  95. Grants of Plan-Based Awards

    | (8) 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. |

  96. Grants of Plan-Based Awards

    | (9) As described in footnote 3 to the Summary Compensation Table and the section titled “Compensation Discussion and Analysis—Executive Transitions— Departure of Rick Beckwitt” in this proxy statement, Mr. Beckwitt retired from his executive officer role at the Company effective as of September 1, 2023, resulting in, among other things, the forfeiture of all of the performance-based restricted stock granted to him on February 28, 2023. |

  97. Grants of Plan-Based Awards

    | (10) The shares of restricted stock granted to the NEO will vest in three equal annual installments on each of February 14, 2024, February 14, 2025, and February 14, 2026. The 82,180 shares granted to Mr. Miller, the 71,950 shares granted to Mr. Jaffe, the 16,800 shares granted to Ms. Bessette, the 16,025 shares granted to Mr. Sustana, and the 71,950 shares granted to Mr. Beckwitt include 32,338; 28,313; 6,611; 6,306; and 28,313 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.” |

  98. Grants of Plan-Based Awards

    | (11) Pursuant to the terms of the Beckwitt Separation Agreement, the 71,950 shares of time-based restricted stock granted to Mr. Beckwitt in fiscal year 2023 (inclusive of the 28,313 shares of Class A common stock that were surrendered to satisfy a withholding obligation due to the grant of the restricted stock) would have vested on each of February 14, 2024, February 14, 2025, and February 14, 2026, but vested in full on September 1, 2023 in connection with his retirement and in accordance with the terms of the 2016 Equity Plan. For more information on Mr. Beckwitt’s retirement, including the total number of time-based restricted stock that vested in full in connection with his retirement, see “Compensation Discussion and Analysis—Executive Transitions—Departure of Rick Beckwitt” in this proxy statement. |

  99. Grants of Plan-Based Awards

    | (12) The amounts in this column include the grant date fair value of the February 28, 2023 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 performance-based restricted stock awards granted on February 28, 2023 if the threshold number of shares, or the maximum number of shares that potentially could be earned were used instead of the target. |

  100. Grants of Plan-Based Awards

    | Name | Threshold ($) | Target ($) | Maximum ($) | | Stuart Miller | 5,496,226 | 18,320,752 | 36,641,504 | | Jonathan M. Jaffe | 4,811,759 | 16,039,197 | 32,078,394 | | Diane Bessette | 481,534 | 1,605,114 | 3,210,228 | | Jeff McCall | 259,398 | 864,660 | 1,729,319 | | Mark Sustana | — | — | — | | David Collins | — | — | — | | Rick Beckwitt | 4,811,759 | 16,039,197 | 32,078,394 |

  101. Grants of Plan-Based Awards

    Executive Compensation Outstanding Equity Awards at Fiscal Year-End

  102. 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, 2023. Each grant of an equity award is shown separately for each named executive officer. Mr. Beckwitt retired from his executive officer role at the Company effective as of September 1, 2023 and does not hold any equity awards as of November 30, 2023.

  103. 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 | 2/26/2021 | 15,789(3) | 2,019,729 | 78,097(6) | 9,990,168 | | | 2/28/2022 | 42,560(4) | 5,444,275 | 105,260 | 13,464,859 | | | 11/17/2022 | — | — | 89,064 | 11,393,067 | | | 2/28/2023 | 49,842(5) | 6,375,789 | 191,755 | 24,529,300 | | | | 108,191 | 13,839,793 | 464,176 | 59,377,394 | | Jonathan M. Jaffe | 2/26/2021 | 11,481(3) | 1,468,650 | 68,312(6) | 8,738,471 | | | 2/28/2022 | 37,356(4) | 4,778,580 | 92,390 | 11,818,529 | | | 11/17/2022 | — | — | 77,470 | 9,909,962 | | | 2/28/2023 | 43,637(5) | 5,582,045 | 167,875 | 21,474,570 | | | | 92,474 | 11,829,274 | 406,047 | 51,941,532 | | Diane Bessette | 2/26/2021 | 2,437(3) | 311,741 | 12,055(6) | 1,542,076 | | | 2/28/2022 | 5,062(4) | 647,531 | 12,520 | 1,601,558 | | | 2/28/2023 | 10,189(5) | 1,303,377 | 16,800 | 2,149,056 | | | | 17,688 | 2,262,649 | 41,375 | 5,292,690 | | Jeff McCall | 2/26/2021 | 3,516(3) | 449,767 | 10,547(6) | 1,349,172 | | | 2/28/2022 | 6,494(4) | 830,712 | 9,740 | 1,245,941 | | | 2/28/2023 | 9,050(5) | 1,157,676 | 9,050 | 1,157,676 | | | | 19,060 | 2,438,155 | 29,337 | 3,752,789 | | Mark Sustana | 2/26/2021 | 2,900(3) | 370,968 | — | — | | | 2/28/2022 | 6,075(4) | 777,114 | — | — | | | 2/28/2023 | 9,719(5) | 1,243,254 | — | — | | | | 18,694 | 2,391,336 | — | — | | David Collins | 2/26/2021 | 3,415(3) | 436,847 | — | — | | | 2/28/2022 | 6,307(4) | 806,791 | — | — | | | 2/28/2023 | 9,825(5) | 1,256,814 | — | — | | | | 19,547 | 2,500,452 | — | — |

  104. Outstanding Equity Awards at Fiscal Year-End

    | (1) Based on stock price of $127.92 for the Class A common stock, which was the closing price of the stock on November 30, 2023. |

  105. Outstanding Equity Awards at Fiscal Year-End

    | (2) 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 26, 2021 (the “2021 Grant”), the three-year performance period commenced on December 1, 2020 and ended 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. For the performance-based shares granted on February 28, 2023 (the “2023 Grant”), the three-year performance period commenced on December 1, 2022 and ends on November 30, 2025. The performance shares were granted at target and appear in the table based on achieving maximum performance goals. |

  106. Outstanding Equity Awards at Fiscal Year-End

    | (3) The restricted stock vested on February 14, 2024. Mr. Miller’s, Mr. Jaffe’s, Ms. Bessette’s, and Mr. Sustana’s 15,789; 11,481; 2,437; and 2,900 shares of Class A common stock, respectively, do not include the 10,244; 11,290; 1,581; and 1,882 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.” |

  107. Outstanding Equity Awards at Fiscal Year-End

    | (4) The restricted stock will vest in two equal installments on February 14, 2024, and February 14, 2025. Mr. Miller’s, Mr. Jaffe’s, Ms. Bessette’s, and Mr. Sustana’s 42,560; 37,356; 5,062; and 6,075 shares of Class A common stock, respectively, do not include 27,613; 24,237; 3,285; and 3,942 shares of Class A common stock, respectively, that were surrendered to satisfy a withholding obligation due to the grant of the restricted stock. |

  108. Outstanding Equity Awards at Fiscal Year-End

    | (5) The restricted stock will vest in three equal installments on February 14, 2024, February 14, 2025, and February 14, 2026. Mr. Miller’s, Mr. Jaffe’s, Ms. Bessette’s, and Mr. Sustana’s 49,842; 43,637; 10,189; and 9,719 shares of Class A common stock, respectively, do not include the 32,338; 28,313; 6,611; and 6,306 shares of Class A common stock, respectively, that were surrendered to satisfy withholding obligations. |

  109. Outstanding Equity Awards at Fiscal Year-End

    | (6) For the 2021 Grant, the three-year performance period ended on November 30, 2023, but those awards remained outstanding and unvested as of November 30, 2023 because the peer group performance information necessary to determine Company’s relative performance with respect to certain metrics are not fully available until February 2024, 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 in late February 2024. |

  110. Outstanding Equity Awards at Fiscal Year-End

    Executive Compensation Option Exercises and Stock Vested

  111. 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, 2023, 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.

  112. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Class A Shares Vesting (#)(1)(2) | Value Realized on Vesting ($)(3) | | Stuart Miller | 297,835 | 29,242,734 | | Jonathan M. Jaffe | 233,393 | 22,902,022 | | Diane Bessette | 42,555 | 4,174,678 | | Jeff McCall | 34,942 | 3,460,223 | | Mark Sustana | 16,269 | 1,732,404 | | David Collins | 11,309 | 1,277,626 | | Rick Beckwitt | 358,102 | 37,289,108 |

  113. Option Exercises and Stock Vested

    | (1) Of these amounts, shares of Class A common stock were withheld to cover tax withholding obligations as follows: Mr. Miller, 113,718 shares; Mr. Jaffe, 91,641 shares; Ms. Bessette, 17,647 shares; Mr. McCall, 15,481 shares; Mr. Sustana, 6,306 shares; Mr. Collins, 4,147 shares; and Mr. Beckwitt, 100,455 shares. With respect to Mr. Miller, Mr. Jaffe, Ms. Bessette, Mr. Sustana and Mr. Beckwitt, Lennar withheld the shares when he or she became retirement-eligible under the 2016 Equity Plan, or if later, when they were granted to him or her. For a discussion of the 2016 Equity Plan’s retirement provisions and related withholding obligations, see “Compensation Discussion and Analysis—Equity-Based Compensation.” |

  114. Option Exercises and Stock Vested

    | (2) This number does not include the 2021 Grant with a three-year performance period ending November 30, 2023, because those awards remain outstanding and unvested until peer group performance information necessary to determine our relative performance with respect to certain metrics is available in February 2024. The Compensation Committee is expected to certify the performance results and vesting in late February 2024. |

  115. Option Exercises and Stock Vested

    | (3) Calculated based on the closing price of Class A common stock on the applicable vesting dates: February 14, 2023: $104.07, February 28, 2023: $96.74, July 2, 2023: $125.31, and September 1, 2023: $120.66. |

  116. 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 or severance agreements and are not subject to any severance plans or policies. 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 in the 2016 Equity Plan and reproduced below). The value of accelerated vesting if a hypothetical Change in Control and qualifying termination had occurred on November 30, 2023, is set forth in the table below:

  117. Potential Payments upon Termination after Change in Control

    | Name | Value of Acceleration as of November 30, 2023 ($)(1) | | Stuart Miller | 73,217,187(2)(3) | | Jonathan M. Jaffe | 63,770,806(2)(3) | | Diane Bessette | 7,555,339(2)(3) | | Jeff McCall | 6,190,944(3) | | Mark Sustana | 2,391,336(2) | | David Collins | 2,500,452 |

  118. Potential Payments upon Termination after Change in Control

    | (1) The value of the accelerated restricted stock is the product of the closing price of Lennar’s Class A common stock on November 30, 2023 ($127.92) and the number of shares of unvested Class A restricted stock as of November 30, 2023. |

  119. Potential Payments upon Termination after Change in Control

    | (2) With respect to Mr. Miller, 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.” |

  120. Potential Payments upon Termination after Change in Control

    | (3) Includes 464,176; 406,047; 41,375; and 29,337 shares of Class A common stock that were granted to Mr. Miller, Mr. Jaffe, Ms. Bessette and Mr. McCall, respectively, at target and are subject to performance-based vesting conditions. |

  121. 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. Departure of Rick Beckwitt As described in the section titled “Compensation Discussion and Analysis—Executive Transitions” in this proxy statement, Mr. Beckwitt retired from the role of Co-Chief Executive Officer and Co-President of the Company and retired as a member of the Board of Directors, effective as of September 1, 2023. Mr. Beckwitt was retirement-eligible under our 2016 Equity Plan when he retired from the Company. In connection with Mr. Beckwitt’s retirement, he entered into the Separation Agreement and General Release dated as of July 14, 2023 with the Company (the “Beckwitt Separation Agreement”). The Beckwitt Separation Agreement was negotiated in the context of competing considerations of the parties and reflected a mutually agreed resolution of those considerations. Pursuant to the Beckwitt Separation Agreement, and in consideration for, among other things, (i) his release of claims in favor of the Company and his continued compliance with a 2-year post-termination non-competition restriction (Mr. Beckwitt was not previously subject to any non-competition restriction in connection with his employment at the Company), a 4-year post-termination non-solicitation restriction, and a perpetual obligation to not disparage the Company and (ii) forfeiture of awards as described herein, Mr. Beckwitt received: (1) a payment equal to $20,243,245, less applicable withholdings and deductions and (2) full vesting of all of the 94,804 outstanding shares of time based restricted stock held by Mr. Beckwitt, which he is entitled to receive pursuant to the 2016 Equity Plan. Mr. Beckwitt forfeited:

  122. Potential Payments upon Termination after Change in Control

    | • | 68,312 performance-based restricted stock awards granted on February 26, 2021 (with an estimated fair value of $10.3 million as of the end of the three-year performance period); |

  123. Potential Payments upon Termination after Change in Control

    | • | 92,390 performance-based restricted stock awards granted on February 28, 2022 (with an estimated current fair value of $13.9 million); |

  124. Potential Payments upon Termination after Change in Control

    | • | 77,470 performance-based restricted stock awards granted on November 17, 2022 (with an estimated current fair value of $11.6 million); and |

  125. Potential Payments upon Termination after Change in Control

    | • | 167,875 performance-based restricted stock awards granted on February 28, 2023 (with an estimated current fair value of $25.2 million). |

  126. Potential Payments upon Termination after Change in Control

    Executive Compensation Potential Payments upon Termination after Change in Control Collectively, these forfeited awards had an estimated current fair value of $60.9 million. Pursuant to the 2016 Equity Plan, if not for the forfeiture of these awards, Mr. Beckwitt, following his retirement, would have been eligible to vest in his performance-based restricted stock awards as though he had remained employed for the entire applicable three-year performance period (subject to certain terms and conditions). In connection with his retirement, Mr. Beckwitt did not receive any enhanced benefit or compensation beyond that set forth in the Beckwitt Separation Agreement described above. For more information on the effect of retirement on equity awards, see “Compensation Discussion and Analysis—2023 Compensation Decisions—Effect of Retirement on Equity Awards” in this proxy statement. Mr. Beckwitt also forfeited his 2023 cash incentive compensation under our incentive compensation program pursuant to the terms and conditions of our incentive compensation program. CEO Pay Ratio

  127. 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 our Executive Chairman and Co-Chief Executive Officer, Stuart Miler, and our Co-Chief Executive Officer and President, Jonathan Jaffe, to that of our median associate. To determine the median of the annual total compensation of all our associates (other than our Executive Chairman and Co-Chief Executive Officer and our Co-Chief Executive Officer and President), we selected November 30, 2023, 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, 2023. We analyzed the W-2 wages of all associates, whether employed on a full-time, part-time, or temporary basis as of November 30, 2023. 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 Executive Chairman and Co-Chief Executive Officer and our Co-Chief Executive Officer and President) was an Internet Sales Coordinator. That associate received total compensation of $109,229 for the year ended November 30, 2023, 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 2023 Summary Compensation Table with respect to each of the named executive officers. Mr. Miller’s annual total compensation as reported in the 2023 Summary Compensation Table was $34,284,913. Accordingly, for 2023, the ratio of Mr. Miller’s compensation to the compensation of the median associate was 314 to 1. Mr. Jaffe’s annual total compensation as reported in the 2023 Summary Compensation Table was $29,140,667. Accordingly, for 2023, the ratio of Mr. Jaffe’s compensation to the compensation of the median associate was 267 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. In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”), and the average compensation of our Non-PEO named executive officers (“Non-PEO NEOs”) and Company performance for the fiscal years listed b e low. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  128. CEO Pay Ratio

    | Year | Summary Compensation Table Total for First PEO 1 ($) | Summary Compensation Table Total for Second PEO 1 ($) | Summary Compensation Table Total for Third PEO 1 ($) | Compensation Actually Paid to First PEO 1,2,3 ($) | Compensation Actually Paid to Second PEO 1,2,3 ($) | Compensation Actually Paid to Third PEO 1,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs 1 ($) | Average Compensation Actually Paid to Non-PEO NEOs 1,2,3 ($) | Value of Initial Fixed $100 Investment based on: 4 | | Net Income ($ Millions) | Pretax Income ($ Millions) 5 | | | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | (a) | (b) | (b) | (b) | (c) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 43,807,563 | 29,140,667 | 34,284,913 | (714,918) | 62,138,860 | 72,458,683 | 4,496,245 | 6,701,147 | 175.95 | 160.51 | 3,961 | 5,202 | | 2022 | 30,447,048 | 30,032,983 | — | 33,989,081 | 34,618,820 | — | 12,287,576 | 12,862,760 | 119.19 | 110.92 | 4,649 | 6,015 | | 2021 | 34,045,217 | 34,045,217 | — | 57,303,560 | 53,539,484 | — | 13,029,166 | 21,327,286 | 139.95 | 136.32 | 4,457 | 5,819 |

  129. CEO Pay Ratio

    | 1. | Rick Beckwitt (“First PEO”) was our Co-PEO from November 2020 until his retirement in September 2023. For more information on his Retirement and Separation Agreement, see “Compensation Discussion and Analysis—Executive Transitions—Departure of Rick Beckwitt” in this proxy statement. Jonathan M. Jaffe (“Second PEO”) was our Co-PEO for each year presented. Stuart Miller (“Third PEO”) was our Co-PEO from September 2023 to present. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  130. CEO Pay Ratio

    | 2021 | 2022 | 2023 | | Stuart Miller | Stuart Miller | Diane Bessette | | Diane Bessette | Diane Bessette | Jeff McCall | | Jeff McCall | Jeff McCall | Mark Sustana | | Mark Sustana | Mark Sustana | David Collins |

  131. CEO Pay Ratio

    | 2. | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  132. CEO Pay Ratio

    | 3. | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards column set forth in the Summary Compensation Table. |

  133. CEO Pay Ratio

    First PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation

  134. CEO Pay Ratio

    | | | 2023 | | 2022 | | 2021 | | | Summary Compensation Table Total ( $ ) | (A) | | 43,807,563 | | 30,447,048 | | 34,045,217 | | Exclusion of Stock Awards ($) | | ($ | 22,999,640) | ($ | 23,199,948) | ($ | 16,607,806) | | Total Deductions from Summary Compensation Table ($) | (B) | ($ | 22,999,640) | ($ | 23,199,948) | ($ | 16,607,806) | | Increase for Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($) | | | — | | 27,274,472 | | 17,788,082 | | Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($) | | | — | ($ | 5,085,195) | | 17,089,269 | | Increase for Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($) | | | 8,036,968 | | 8,539,790 | | 2,220,371 | | Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($) | | | 4,297,825 | ($ | 3,987,086) | | 2,768,427 | | (Deduction) of Fair Value from Last Day of Prior Year of Equity Awards that Failed to Meet Applicable Vesting Conditions During Year ($) | | ($ | 33,857,634) | | — | | — | | Total Adjustments ($) | (C) | ( $ | 21,522,841) | | 26,741,981 | | 39,866,149 | | Compensation Actually Paid to ( $ ) | (A) + (B) + (C) | ( $ | 714,918) | | 33,989,081 | | 57,303,560 |

  135. CEO Pay Ratio

    Second PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation

  136. CEO Pay Ratio

    | | | 2023 | | 2022 | | 2021 | | | Summary Compensation Table Total ( $ ) | (A) | | 29,140,667 | | 30,032,983 | | 34,045,217 | | Exclusion of Stock Awards ($) | | ($ | 22,999,640) | ($ | 23,199,948) | ($ | 16,607,806) | | Total Deductions from Summary Compensation Table ($) | (B) | ($ | 22,999,640) | ($ | 23,199,948) | ($ | 16,607,806) | | Increase for Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($) | | | 33,330,225 | | 27,274,472 | | 17,048,646 | | Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($) | | | 17,700,849 | ($ | 4,623,582) | | 14,731,964 | | Increase for Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($) | | | 2,739,000 | | 8,539,790 | | 2,810,194 | | Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($) | | | 2,227,759 | ($ | 3,404,895) | | 1,511,269 | | Total Adjustments ($) | (C) | | 55,997,833 | | 27,785,785 | | 36,102,073 | | Compensation Actually Paid to ( $ ) | (A) + (B) + (C) | | 62,138,860 | | 34,618,820 | | 53,539,484 |

  137. CEO Pay Ratio

    Third PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation

  138. CEO Pay Ratio

    | | | 2023 | | | Summary Compensation Table Total ( $ ) | (A) | | 34,284,913 | | Exclusion of Stock Awards ($) | | ($ | 26,270,845) | | Total Deductions from Summary Compensation Table ($) | (B) | ($ | 26,270,845) | | Increase for Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($) | | | 38,071,108 | | Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($) | | | 20,349,810 | | Increase for Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($) | | | 3,128,378 | | Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($) | | | 2,895,319 | | Total Adjustments ($) | (C) | | 64,444,615 | | Compensation Actually Paid to ( $ ) | (A) + (B) + (C) | | 72,458,683 |

  139. CEO Pay Ratio

    Non-PEO NEOs Average Summary Compensation Table Total to Average Compensation Actually Paid Reconciliation

  140. CEO Pay Ratio

    | | | 2023 | | 2022 | | 2021 | | | Summary Compensation Table Total ( $ ) | (A) | | 4,496,245 | | 12,287,576 | | 13,029,166 | | Exclusion of Stock Awards ($) | | ($ | 1,867,808) | ($ | 7,962,975) | ($ | 5,965,512) | | Total Deductions from Summary Compensation Table ($) | (B) | ($ | 1,867,808) | ($ | 7,962,975) | ($ | 5,965,512) | | Increase for Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($) | | | 2,317,489 | | 9,117,093 | | 6,895,238 | | Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($) | | | 1,108,081 | ($ | 1,886,338) | | 5,600,505 | | Increase for Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($) | | | 312,398 | | 2,664,745 | | 871,990 | | Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($) | | | 334,742 | ($ | 1,357,341) | | 895,899 | | Total Adjustments ($) | (C) | | 4,072,710 | | 8,538,159 | | 14,263,632 | | Compensation Actually Paid to ( $ ) | (A) + (B) + (C) | | 6,701,147 | | 12,862,760 | | 21,327,286 |

  141. CEO Pay Ratio

    For the values of equity awards at fiscal year-end that are reflected in the Total Adjustments above in the footnote 3 tables, the valuations of certain performance stock unit awards which vest based on relative TSR and were granted prior to our 2023 fiscal year use a Monte Carlo simulation methodology which differs from the approach used to value the awards as of the grant date. A Monte Carlo simulation was used because it provides a better estimate of fair value compared to closing stock price, the methodology used for the grant date valuations.

  142. CEO Pay Ratio

    | 4. | The Peer Group TSR set forth in this table utilizes the Dow Jones U.S. Home Construction Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended November 30, 2023. The comparison assumes $100 was invested for the period starting November 30, 2020, through the end of the listed year in the Company and in the Dow Jones U.S. Home Construction Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  143. CEO Pay Ratio

    | 5. | We determined Pretax Income (as defined in “Compensation Discussion and Analysis—2023 Compensation Decisions—Annual Cash Incentive Compensation” of this proxy statement) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2023. This performance measure may not have been the most important financial performance measure for years 2022 and 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

  144. CEO Pay Ratio

    Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years. Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs , the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the three most recently completed fiscal years. Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Pretax Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Pretax Income during the three most recently completed fiscal years. Relationship Between Company TSR and Peer Group TSR The following chart compares our cumulative TSR over the three most recently completed fiscal years to that of the Dow Jones U.S. Home Construction Index over the same period. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEOs and other NEOs for 2023 to Company performance. The measures in this table are not ranked.

  145. CEO Pay Ratio

    | Pretax Income | | Relative Gross Profit Percentage | | Relative Return on Tangible Capital | | Relative Total Shareholder Return | | Debt to EBITDA Ratio |

  146. CEO Pay Ratio

    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, 2023, 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. The Audit Committee believes that the continued retention of D&T as Lennar’s independent registered public accounting firm is in the best interests of Lennar and its stockholders. 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.