DEF 14A of Pultegroup Inc/Mi/, Mar 22, 2024

DEF 14A of Pultegroup Inc/Mi/

Filed Mar 22, 2024 · FY20230001193125-24-075273

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  2. DIRECTOR NOMINEES

    | | | | | | Current Committee Memberships(1) | | | | | | Name | Principal Professional Experience | Years of Tenure | Diversity | | Independence | Audit | Comp | Finance | Nom/ Gov | | | | | Gender | Ethnic | | | | | | | KRISTEN ACTIS-GRANDE | Executive Vice President and Chief Financial Officer, MSC Industrial Direct Co., Inc. | 0 | | | | | | | | | BRIAN P. ANDERSON | Former Chief Financial Officer, Baxter International Inc. | 19 | | | | ● | | ● | | | BRYCE BLAIR | Former Chairman of the Board and Chief Executive Officer, AvalonBay Communities, Inc. | 13 | | | | ● | | | C | | THOMAS J. FOLLIARD Non-Executive Chairman | Non-Executive Chairman of the Board and Former President and Chief Executive Officer, CarMax, Inc. | 12 | | | | | | | | | CHERYL W. GRISÉ | Former Executive Vice President, Northeast Utilities (now known as Eversource Energy) | 16 | | | | | ● | | ● | | ANDRÉ J. HAWAUX | Former Executive Vice President, Chief Financial Officer and Chief Operating Officer, Dick’s Sporting Goods, Inc. | 11 | | | | C | | ● | | | J. PHILLIP HOLLOMAN | Former President and Chief Operating Officer, Cintas Corporation | 4 | | | | ● | | ● | | | RYAN R. MARSHALL | President and Chief Executive Officer, PulteGroup, Inc. | 8 | | | | | | ● | | | JOHN R. PESHKIN | Founder and Managing Partner, Vanguard Land, LLC | 8 | | | | ● | | C | | | SCOTT F. POWERS | Former President and Chief Executive Officer, State Street Global Advisors | 8 | | | | | C | | ● | | LILA SNYDER | Chief Executive Officer, Bose Corporation | 6 | | | | | ● | ● | |

  3. DIRECTOR NOMINEES

    (1) These columns show the current committee memberships of the director nominees. Should Ms. Actis-Grande be elected at the Annual Meeting, the Nominating and Governance Committee will recommend Committee assignments for Ms. Actis-Grande and review the current Committee configuration for additional changes. It is anticipated that, effective as of the date of the Annual Meeting, Ms. Actis-Grande will be appointed to the Audit Committee.

  4. DIRECTOR NOMINEES

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

  5. DIRECTOR NOMINEES

    | PULTEGROUP, INC. | 2024 PROXY STATEMENT | i |

  6. DIRECTOR NOMINEES

    | BOARD NOMINEE HIGHLIGHTS |

  7. EXECUTIVE COMPENSATION HIGHLIGHTS

    | Element | Description | Further Information (pages) | | BASE SALARY | Provides base pay levels that are competitive with market practices to attract and retain top executive talent. | 33 | | ANNUAL INCENTIVE | Provides annual incentive opportunities competitive with market practices to attract, motivate and retain top executive talent. Rewards executives for annual performance results relative to pre-established goals deemed critical to the success of the Company and its strategy and for year-over-year growth in pre-tax income. Focuses on key annual results that we believe will position the Company for success over time, in keeping with the interests of shareholders. Retention of talent over performance / vesting period | 34 | | LONG-TERM INCENTIVE PROGRAM | Provides equity incentives competitive with market practices in order to attract, motivate and retain top executive talent. Focuses executives on long-term performance of the Company. Directly aligns interests of executives with those of our shareholders. Retention of talent over performance / vesting period. Beginning in 2024, all performance metrics are based on relative performance to peer group | 36 | | RESTRICTED SHARE UNITS | Provides equity incentives competitive with market practices in order to attract, motivate and retain top executive talent. Focuses executives on long-term performance of the Company. Directly aligns interests of executives with those of our shareholders. Retention of talent over performance / vesting period. | 38 |

  8. EXECUTIVE COMPENSATION HIGHLIGHTS

    | | Independent outside compensation consultant |

  9. EXECUTIVE COMPENSATION HIGHLIGHTS

    | | Multi-year vesting schedule for equity awards |

  10. EXECUTIVE COMPENSATION HIGHLIGHTS

    | | Market comparison of executive compensation against a relevant peer group |

  11. EXECUTIVE COMPENSATION HIGHLIGHTS

    | | Primarily use different metrics for short-term and long-term incentive programs |

  12. EXECUTIVE COMPENSATION HIGHLIGHTS

    | | No dividends or dividend equivalents paid on unearned performance-based equity awards |

  13. EXECUTIVE COMPENSATION HIGHLIGHTS

    | | No automatic single-trigger vesting of equity awards upon a change-in-control |

  14. EXECUTIVE COMPENSATION HIGHLIGHTS

    | | No change-in-control tax gross-ups for named executive officers |

  15. EXECUTIVE COMPENSATION HIGHLIGHTS

    | | Plan prohibits re-pricing of underwater stock options |

  16. EXECUTIVE COMPENSATION HIGHLIGHTS

    | | Plan prohibits granting discounted stock options |

  17. EXECUTIVE COMPENSATION HIGHLIGHTS

    | | No fixed term employment agreements |

  18. Independence

    Independence Under the Company’s Corporate Governance Guidelines, which are available to shareholders at https://www.pultegroupinc.com/investor- relations/corporate-governance/governance-documents/default.aspx, a substantial majority of the members of our Board must be independent. The Company has established director qualification standards to assist the Nominating and Governance Committee in determining director independence, which either meet or exceed the independence requirements of the NYSE corporate governance listing standards. The Board will consider all relevant facts and circumstances in making an independence determination. To be considered “independent”, the Board must affirmatively determine that the director has no material relationship with the Company, directly or as an officer, shareholder or partner of an organization that has a relationship with the Company, and that the director is otherwise independent under NYSE listing standards. In each case, the Board shall broadly consider all relevant facts and circumstances and shall apply the standards set forth below. A director will be determined to be independent if (in addition to having no material relationship with the Company, director or as an officer, shareholder or partner of an organization that has a relationship with the Company, and satisfying the independence requirements under the NYSE listing standards) the director:

  19. Independence

    | | has not been an employee of the Company for at least three years; |

  20. Independence

    | | has not, during the last three years, been employed as an executive officer by a company for which an executive officer of the Company concurrently served as a member of such company’s compensation committee; |

  21. Independence

    | | has no immediate family members (i.e., spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law and anyone (other than employees) who shares the director’s home) who did not satisfy the foregoing criteria during the last three years; provided, however, that such director’s immediate family member may have served as an employee but not as an executive officer of the Company during such three-year period so long as such immediate family member shall not have received, during any twelve-month period within such three-year period, more than $120,000 in direct compensation from the Company for such employment; |

  22. Independence

    | | is not a current partner or employee of the Company’s internal or external audit firm, and the director was not within the past three years a partner or employee of such a firm who personally worked on the Company’s internal or external audit within that time; |

  23. Independence

    | | has no immediate family member who (i) is a current partner of a firm that is the Company’s internal or external auditor, (ii) is a current employee of such a firm and personally works on the Company’s internal or external audit or (iii) was within the past three years a partner or employee of such a firm and personally worked on the Company’s audit within that time; |

  24. Independence

    | | has not received, and has no immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company (other than in his or her capacity as a member of the Board); |

  25. Independence

    | | is not a current employee, and has no immediate family member who is a current executive officer, of a company that made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues; |

  26. Independence

    | | does not serve, and has no immediate family member who has served, during the last three years as an executive officer or general partner of an entity that has received an investment from the Company or any of its subsidiaries, unless such investment is less than the greater of $1 million or 2% of such entity’s total invested capital in any of the last three years; and |

  27. Independence

    | | has not been, and has no immediate family member who has been, an executive officer of a charitable or educational organization for which the Company contributed more than the greater of $1 million or 2% of such charitable organization’s consolidated gross revenues, in any of the last three years. |

  28. Independence

    In addition, Audit Committee members may not have any direct or indirect financial relationship whatsoever with the Company other than as directors. Furthermore, in affirmatively determining the independence of any director who will serve on the Compensation and Management Development Committee, the Board will consider all factors specifically relevant to determining whether a director has a relationship to the Company which is material to that director’s ability to be independent from management in connection with the duties of a member of the Compensation and Management Development Committee, including, but not limited to, (i) the source of compensation of such director,

  29. Independence

    | PULTEGROUP, INC. | 2024 PROXY STATEMENT | 3 |

  30. Independence

    including any consulting, advisory or other compensatory fee paid by the Company to such director and (ii) whether such director is affiliated with the Company, a subsidiary of the Company or an affiliate of a subsidiary of the Company. The Board considered all relevant facts and circumstances in assessing director independence. In connection with this assessment, the Board affirmatively determined that Kristen Actis-Grande, Brian P. Anderson, Bryce Blair, Thomas J. Folliard, Cheryl W. Grisé, André J. Hawaux, J. Phillip Holloman, John R. Peshkin, Scott F. Powers, and Lila Snyder are independent in accordance with the Company’s Corporate Governance Guidelines. In reaching this determination, the Board considered the relationship with respect to Mr. Folliard described in the section entitled “Certain Relationships and Related Transactions” and determined that such relationship is immaterial as it relates to Mr. Folliard’s independence. The Board further determined that Ryan R. Marshall, who is a current PulteGroup employee, is not independent within the meaning of the Company’s categorical standards and the NYSE listing standards.

  31. Independence

    | 4 | PULTEGROUP, INC. | 2024 PROXY STATEMENT |

  32. Independence

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

  33. Independence

    | BOARD NOMINEE EXPERIENCE AND SKILLS |

  34. Independence

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

  35. Independence

    | PULTEGROUP, INC. | 2024 PROXY STATEMENT | 5 |

  36. Independence

    | Kristen Actis-Grande | | | | Nominee for Election Age: 43 Experience & Skills: | Biography Ms. Actis-Grande has significant financial experience as a chief financial officer of a large public company and through serving in increasing roles of responsibility within the finance function of a large public multi-national manufacturer of products used in residential, commercial and industrial applications. Ms. Actis-Grande has extensive knowledge of the preparation and review of complex financial reporting statements as well as experience in internal controls, risk management and risk assessment. Her experience as a senior executive for one of the largest manufacturers of heating and cooling systems for residential applications gives her unique insights into the homebuilding industry and the broader economy. Relevant Business Experience: Since 2020 Ms. Actis-Grande has served as Executive Vice President and Chief Financial Officer of MSC Industrial Direct Co., Inc., a leading North American distributor of a broad range of metalworking and maintenance repair and operations (MRO) products and services. At MSC, in addition to the leadership of all finance related functions, Ms. Actis-Grande is also responsible for corporate strategy, mergers and acquisitions, and investor relations. Prior to joining MSC, Ms. Actis-Grande served in various finance-related roles for seventeen years at Ingersoll Rand Inc., a provider of flow creation and industrial products, including as Chief Financial Officer for their Compression Technologies and Services Division from 2018 to 2020 and Chief Financial Officer for their Residential HVAC and Supply division from 2016 to 2018 which included the Trane and American Standard brands. Ms. Actis-Grande is an audit committee financial expert for purposes of the SEC’s rules. | | | Brian P. Anderson | | | | Director Since: 2005 Age: 73 Committees: • Audit • Finance and Investment Experience & Skills: | Biography Mr. Anderson has significant experience as a chief financial officer of two large multinational companies and as a director of several large public companies. In addition, he has held finance positions including chief financial officer, corporate controller and vice president of audit and was an audit partner at an international public accounting firm. Mr. Anderson has significant experience in the preparation and review of complex financial reporting statements as well as experience in risk management and risk assessment. Mr. Anderson also serves on the board of directors of Stericycle, Inc. and previously served on the board of directors of W.W. Grainger, Inc., among other public companies. Relevant Business Experience: Mr. Anderson is the former Executive Vice President of Finance and Chief Financial Officer of OfficeMax Incorporated, a distributor of business-to-business and retail office products. Prior to assuming this position in 2004, Mr. Anderson was Senior Vice President and Chief Financial Officer of Baxter International Inc., a global diversified medical products and services company, a position he assumed in 1998. Mr. Anderson has extensive experience sitting on and chairing the audit committees of public companies. Mr. Anderson also brings to the Board meaningful experience based on his service as the former Lead Director of W.W. Grainger, Inc. and former Chairman of A.M. Castle & Co., as well as his service as a Governing Board Member at the Center for Audit Quality. Mr. Anderson is an audit committee financial expert for purposes of the SEC’s rules. Public Company Board Experience: | | | | • W.W. Grainger, Inc. (1999 - 2022) • James Hardie Industries plc (2006 - 2020) | • Stericycle, Inc. (2017 - present) • A.M. Castle & Co. (2005 - 2016) |

  37. Independence

    | 6 | PULTEGROUP, INC. | 2024 PROXY STATEMENT |

  38. Independence

    | Bryce Blair | | | | Director Since: 2011 Age: 65 Committees: • Audit • Nominating and Governance Committee (Chair) Experience & Skills: | Biography Mr. Blair has substantial experience in real estate development and investment, including having spent over ten years as Chairman and Chief Executive Officer of a public real estate investment trust. In addition, in his former role as chief executive officer of AvalonBay Communities, Inc., Mr. Blair was responsible for day-to-day operations, and he was regularly involved in the preparation and review of complex financial reporting statements. Mr. Blair also brings to the Board meaningful experience based on his service on the boards of directors of AvalonBay Communities, Inc., Regency Centers Corp., and Invitation Homes, Inc., where he served as Non-Executive Chairman of the board. Relevant Business Experience: Mr. Blair is the Manager of Harborview Associates, LLC, a company that holds and manages investments in various real estate properties. Mr. Blair is also the former Chairman of the Board and the former Chief Executive Officer of AvalonBay Communities, Inc. In addition, Mr. Blair served in a number of senior leadership positions with AvalonBay Communities, Inc., including Chief Executive Officer from February 2001 through December 2011, President from September 2000 through February 2005 and Chief Operating Officer from February 1999 to February 2001. He is a member of the Advisory Board of Navitas Capital, a venture capital firm focused on technology for the real estate sector. Mr. Blair also serves on the Advisory Board of the Boston College Center for Real Estate and Urban Action. Mr. Blair is also a past member of the National Association of Real Estate Investment Trusts, where he served as Chairman and was on the Executive Committee and the Board of Governors, and the Urban Land Institute, where he is past Chairman of the Multifamily Council and is a past Trustee. Public Company Board Experience: | | | | • Invitation Homes Inc. (2017 - 2021) • Regency Centers Corp. (2014 - present) | • AvalonBay Communities, Inc. (2002 - 2013) |

  39. Independence

    | Thomas J. Folliard | | | | Director Since: 2012 Age: 59 Committees: None (Mr. Folliard is the Non-Executive Chairman) Experience & Skills: | Biography Mr. Folliard has extensive experience as Chief Executive Officer of a large, consumer-focused public company. In connection with that role, Mr. Folliard has significant experience in operational matters and business strategy, which adds a valuable perspective for the Board’s decision-making. Mr. Folliard also brings to the Board of Directors meaningful experience based on his service on the board of directors of CarMax, Inc., currently as Non-Executive Chairman, and as a member of the Audit Committee of both Baron Investment Funds and Baron Select Funds. Relevant Business Experience: Mr. Folliard currently serves as a Trustee to Baron Investment Funds Trust and Baron Select Funds and has been in such positions since August 2017. Mr. Folliard served as President and Chief Executive Officer of CarMax, Inc., the largest retailer of used autos in the United States, from 2006 until his retirement on August 31, 2016. He continues to serve CarMax as Non-Executive Chairman of the board. He joined CarMax, Inc. in 1993 as the Senior Buyer and became the Director of Purchasing in 1994. Mr. Folliard was promoted to Vice President of Merchandising in 1996, Senior Vice President of Store Operations in 2000 and Executive Vice President of Store Operations in 2001. Public Company Board Experience: | | | | • Baron Investment Funds Trust (2017 - present) • Baron Select Funds (2017 - present) | • CarMax, Inc. (2006 - present) |

  40. Independence

    | PULTEGROUP, INC. | 2024 PROXY STATEMENT | 7 |

  41. Independence

    | Cheryl W. Grisé | | | | Director Since: 2008 Age: 71 Committees: • Compensation and Management Development • Nominating and Governance Experience & Skills: | Biography Ms. Grisé has significant experience as a director of several large public corporations and as a former executive officer of a public utility holding company. Ms. Grisé’s substantial executive and operational experience, along with earlier experience as general counsel, corporate secretary and chief human resources executive, provide her with a unique perspective on the complex legal, governance, human capital and other issues that affect companies in regulated industries, as well as the effective functioning of the Company’s corporate governance structures. Ms. Grisé also brings to the Board meaningful experience based on her service as Lead Director of MetLife, Inc. and her service on the boards of directors of several other public companies, including ICF International, Inc. Relevant Business Experience: Ms. Grisé was Executive Vice President of Northeast Utilities (now Eversource Energy), a public utility holding company, from December 2005 until her retirement effective July 2007; Chief Executive Officer of its principal operating subsidiaries from September 2002 to January 2007; President of the Utility Group of Northeast Utilities Service Company from May 2001 to January 2007; and Senior Vice President, Secretary and General Counsel of Northeast Utilities from 1998 to 2001. Public Company Board Experience: | | | | • MetLife, Inc. (2004 - present) • ICF International, Inc. (2012 - present) | • Dollar Tree, Inc. (2022 - present) • Pall Corporation (2007 - 2015) |

  42. Independence

    | André J. Hawaux | | | | Director Since: 2013 Age: 63 Committees: • Audit (Chair) • Finance and Investment Experience & Skills: | Biography Mr. Hawaux has significant experience serving as a senior officer of several corporations, including as executive vice president and chief financial officer of a large, consumer-focused public company. In connection with that role, Mr. Hawaux has extensive experience in operational matters and business strategy, which adds a valuable perspective for the Board’s decision-making. In addition, Mr. Hawaux has significant experience in the preparation and review of complex financial reporting statements as well as experience in risk management and risk assessment. Mr. Hawaux also serves on the boards of directors of Lamb Weston Holdings, Inc. where he is a member of the audit and finance committees, and Tractor Supply Company where he is a member of the audit and nominating & governance committees. Relevant Business Experience: Mr. Hawaux is the Former Executive Vice President, Chief Financial Officer, and Chief Operating Officer of Dick’s Sporting Goods, Inc. Mr. Hawaux joined Dick’s Sporting Goods, Inc., a leading omni-channel sporting goods retailer, in June 2013 as Executive Vice President, Finance Administration and Chief Financial Officer and also served as its Executive Vice President, Chief Operating Officer through August 2017. Mr. Hawaux served as president of the Consumer Foods business of ConAgra Foods, Inc. (now ConAgra Brands Inc.), one of North America’s leading packaged food companies, from 2009 until May 2013. He joined ConAgra as Executive Vice President and Chief Financial Officer in 2006, and prior to ConAgra, he served as general manager of a large U.S. division of PepsiAmericas. Mr. Hawaux also previously served as Chief Financial Officer for Pepsi-Cola North America and Pepsi International’s China business unit. Mr. Hawaux is an audit committee financial expert for purposes of the SEC’s rules. Public Company Board Experience: | | | | • Lamb Weston Holdings, Inc. (2017 - present) | • Tractor Supply Company (2022 - present) |

  43. Independence

    | 8 | PULTEGROUP, INC. | 2024 PROXY STATEMENT |

  44. Independence

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

  45. Independence

    | Ryan R. Marshall | | | Director Since: 2016 Age: 49 Committees: • Finance and Investment Experience & Skills: | Biography Mr. Marshall brings significant insight to the Board from his tenure at PulteGroup, including in his position as President and Chief Executive Officer and his management of many of the Company’s largest operations. Mr. Marshall’s extensive experience at the Company through various financial and operational roles prior to his appointment as the Chief Executive Officer of the Company provides an in-depth understanding of PulteGroup’s operations and complexity and adds a valuable perspective for Board decision-making. Mr. Marshall also serves on the board of directors of Floor & Decor Holdings, Inc. where he sits on the audit committee. Relevant Business Experience: Mr. Marshall is President and Chief Executive Officer of PulteGroup, Inc. Mr. Marshall has served as the President and Chief Executive Officer of PulteGroup, Inc. since September 8, 2016, and as the President since February 15, 2016. Prior to becoming CEO, Mr. Marshall most recently had the responsibility for the Company’s homebuilding operations and its marketing and strategy departments. Prior to being named President, Mr. Marshall was Executive Vice President of Homebuilding Operations since May 2014. Other previous roles included Area President for the Company’s Southeast Area since November 2012, Area President for Florida, Division President in both South Florida and Orlando and Area Vice President of Finance. In those roles, he has managed various financial and operating functions including financial reporting, land acquisition and strategic market risk and opportunity analysis. Public Company Board Experience: | | | • Floor & Decor Holdings, Inc. (2020 - present) |

  46. Independence

    | PULTEGROUP, INC. | 2024 PROXY STATEMENT | 9 |

  47. Independence

    | John R. Peshkin | | | Director Since: 2016 Age: 63 Committees: • Audit • Finance and Investment (Chair) Experience & Skills: | Biography Mr. Peshkin has significant experience as a founder and managing partner at a leading real estate investment group. In addition, Mr. Peshkin also has significant experience in the real estate and home building industries as a successful senior executive, as an investor and as a board member at two of the nation’s top builders, which brings valuable industry knowledge and insight to the Board. Mr. Peshkin also brings to the Board meaningful experience based on his service on the board of directors of for-profit companies and non-profit institutions. Relevant Business Experience: Mr. Peshkin is the founder and Managing Partner at Vanguard Land, LLC, a private real estate investment group focused on the acquisition and development of residential and commercial properties throughout Florida since 2008. He was previously the founder and Chief Executive Officer of Starwood Land Ventures, an affiliate of Starwood Capital Group Global, a real estate private equity firm, until 2008. Mr. Peshkin spent 24 years with Taylor Woodrow plc, a national homebuilder, serving as its North American CEO and President from 2000 to 2006. Mr. Peshkin is an audit committee financial expert for purposes of the SEC’s rules. Public Company Board Experience: | | | • Standard Pacific Corp. (subsequently CalAtlantic Group, Inc., which was then acquired by Lennar Corporation) (2012 - 2015) |

  48. Independence

    | Scott F. Powers | | | | Director Since: 2016 Age: 64 Committees: • Compensation and Management Development (Chair) • Nominating and Governance Experience & Skills: | Biography Mr. Powers has significant experience as a financial services executive executing growth strategies, managing operations and leading efforts in risk and crisis management. Mr. Powers brings additional skills to the Board honed through a career of managing through financial industry change. Mr. Powers also has public company board experience as a current member of the boards of directors of Sun Life Financial, Inc., where he also serves as Non-Executive Chairman of the Board, and Automatic Data Processing, Inc. He was also previously member of the board of directors of Whole Foods Market, Inc. Relevant Business Experience: Mr. Powers is the Former President and Chief Executive Officer of State Street Global Advisors. Mr. Powers held leadership positions at State Street Corporation, a financial holding company that performs banking services through its subsidiaries, from 2008 to 2015, most recently as Executive Vice President of State Street Corp, President and Chief Executive Officer of State Street Global Advisors. Mr. Powers also served as a member of the State Street Management Committee. In addition, he previously served as President and Chief Executive Officer of Old Mutual USA and Old Mutual Asset Management from 2001 to 2008. He also held executive roles at Mellon Financial Corporation and Boston Company Asset Management. Public Company Board Experience: | | | | • Automatic Data Processing, Inc. (2018 - present) • Sun Life Financial, Inc. (2015 - present) | • Whole Foods Market, Inc. (2017) |

  49. Independence

    | 10 | PULTEGROUP, INC. | 2024 PROXY STATEMENT |

  50. Independence

    | Lila Snyder | | | Director Since: 2018 Age: 51 Committees: • Compensation and Management Development • Finance and Investment Experience & Skills: | Biography Ms. Snyder has significant experience as a consultant and corporate executive in a wide variety of industries. Ms. Snyder has advised on and led innovation initiatives in the areas of digital technology, media, cybersecurity and communications. Ms. Snyder also brings significant skills to the Board relating to strategy, operations, marketing and sales as a current chief executive officer of a large multi-national private company and as a former C-level executive of a Fortune 1000 Company. Relevant Business Experience: Ms. Snyder has served as Chief Executive Officer of Bose Corporation, a manufacturer of audio equipment, since August 2020. Prior to her current role, Ms. Snyder held numerous senior leadership positions at Pitney Bowes, Inc., including Executive Vice President and President, Commerce Services from October 2017 to August 2020, President of Global Ecommerce from June 2015 to October 2017, and President of Document Messaging Technologies from November 2013 to June 2015. Prior to joining Pitney Bowes, Inc., Ms. Snyder was a partner at global consultancy firm McKinsey & Company, Inc., where she led McKinsey’s Stamford office and served clients in the technology, media and communications sectors. |

  51. Independence

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

  52. Independence

    | PULTEGROUP, INC. | 2024 PROXY STATEMENT | 11 |

  53. Independence

    The Board has four standing committees to facilitate and assist the Board in the execution of its responsibilities. The committees are currently the Audit Committee, Compensation and Management Development Committee, Nominating and Governance Committee and Finance and Investment Committee. Charters for all of these committees are available on the Company’s website at www.pultegroupinc.com. The table below shows current membership for each of the standing Board committees.

  54. Independence

    | Director Name | Audit Committee | Compensation and Management Development Committee | Nominating and Governance Committee | Finance and Investment Committee | | BRIAN P. ANDERSON | ● | | | ● | | BRYCE BLAIR | ● | | C | | | THOMAS J. FOLLIARD* | | | | | | CHERYL W. GRISÉ | | ● | ● | | | ANDRÉ J. HAWAUX | C | | | ● | | J. PHILLIP HOLLOMAN | ● | | | ● | | RYAN R. MARSHALL | | | | ● | | JOHN R. PESHKIN | ● | | | C | | SCOTT F. POWERS | | C | ● | | | LILA SNYDER | | ● | | ● |

  55. Independence

    C = Chair

  56. Independence

    | * Non-Executive Chairman |

  57. Available Information about PulteGroup

    | | Fees Earned or Paid in Cash (1) | Share Awards (2)(3) | Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | | BRIAN P. ANDERSON | $95,000 | $180,006 | $— | $— | $275,006 | | BRYCE BLAIR | $120,000 | $180,006 | $— | $— | $300,006 | | THOMAS FOLLIARD | $170,000 | $180,006 | $— | $— | $350,006 | | CHERYL W. GRISÉ | $95,000 | $180,006 | $— | $— | $275,006 | | ANDRE HAWAUX | $125,000 | $180,006 | $— | $— | $305,006 | | J. PHILLIP HOLLOMAN | $95,000 | $180,006 | $1,049 | $— | $276,055 | | JOHN R. PESHKIN | $120,000 | $180,006 | $2,949 | $— | $302,955 | | SCOTT F. POWERS | $120,000 | $180,006 | $640 | $— | $300,646 | | LILA SNYDER | $95,000 | $180,006 | $— | $— | $275,006 |

  58. Available Information about PulteGroup

    | (3) As of December 31, 2023, each non-employee director had the number of deferred share units set forth below and did not hold any other equity awards as of December 31, 2023. |

  59. 2023 DIRECTOR COMPENSATION

    2023 DIRECTOR COMPENSATION

  60. Director Compensation

    Director Compensation The Nominating and Governance Committee reviews the compensation of the Company’s non-employee directors. After considering market practices based on input from Semler Brossy, the independent compensation consultant to the Compensation and Management Development Committee, for 2023, the Nominating and Governance Committee approved an increase in the annual equity retainer as described below and did not make any other changes to the Company’s non-employee director compensation program. During 2023, non-employee directors were entitled to receive the following compensation for service as members of the Board and as members of Board committees:

  61. Director Compensation

    | | Annual Board membership fee of $95,000 in cash; |

  62. Director Compensation

    | | Committee Chair retainer fee of $25,000 in cash for each of the Nominating and Governance, Compensation and Management Development and Finance and Investment Chairs; $30,000 in cash for the Audit Committee Chair; |

  63. Director Compensation

    | | Non-Executive Chairman retainer fee of $75,000 in cash; and |

  64. Director Compensation

    | | Annual Equity Retainer Fee of $180,000 (increased from $150,000 in 2022) in common shares (the number of common shares determined by dividing $180,000 by the average of the high and low share price on the date of grant). |

  65. Director Compensation

    Directors who also are our employees do not receive any of the compensation described above. Accordingly, Ryan R. Marshall, our President and Chief Executive Officer, and also a director of the Company, received no additional compensation for his services as a director during 2023. The compensation received by Mr. Marshall as an employee of the Company is shown in the 2023 Summary Compensation Table set forth in this Proxy Statement.

  66. 2023 Compensation Highlights

    | | We achieved maximum performance with respect to both the pre-tax income and operating margin metrics under our 2023 Annual Program, resulting in a payout of 200% of target. This result was driven by our ability to quickly pivot our construction cadence and implement sales and incentive strategies to meet the affordability challenges of our customers in this volatile interest rate environment . |

  67. 2023 Compensation Highlights

    | | Based on our pre-tax income growth in 2023 as compared to 2022, the Committee approved payouts under the Growth Incentive Pool for 2023 totaling $742,660. |

  68. Key Executive Compensation Decisions and Actions

    | | Independent outside compensation consultant |

  69. Key Executive Compensation Decisions and Actions

    | | Multi-year vesting schedule for equity awards |

  70. Key Executive Compensation Decisions and Actions

    | | Market comparison of executive compensation against a relevant peer group |

  71. Key Executive Compensation Decisions and Actions

    | | Primarily use different metrics for short-term and long-term incentive programs |

  72. Key Executive Compensation Decisions and Actions

    | | No dividends or dividend equivalents paid on unearned performance-based equity awards |

  73. Key Executive Compensation Decisions and Actions

    | | No automatic single-trigger vesting of equity awards upon a change-in-control |

  74. Key Executive Compensation Decisions and Actions

    | | No change-in-control tax gross-ups for named executive officers |

  75. Key Executive Compensation Decisions and Actions

    | | Plan prohibits re-pricing of underwater stock options |

  76. Key Executive Compensation Decisions and Actions

    | | Plan prohibits granting discounted stock options |

  77. Key Executive Compensation Decisions and Actions

    | | No fixed term employment agreements |

  78. Key Factors in Setting 2023 Compensation

    | | Overall Company performance and specific financial results relative to incentive performance goals established by the Committee in February 2023; |

  79. Key Factors in Setting 2023 Compensation

    | | Competitive pay practices (evaluated based on market comparisons and recommendations of the Committee’s independent compensation consultant); |

  80. Key Factors in Setting 2023 Compensation

    | | Historical equity grants; |

  81. Key Factors in Setting 2023 Compensation

    | | Tally sheets presenting the potential compensation for each of our named executive officers based on equity grant values and performance levels under our incentive compensation programs; and |

  82. Market Comparisons

    Market Comparisons While the Committee considers relevant market pay practices when setting executive compensation, it does not believe that it is appropriate to establish compensation levels based only on market practices. The Committee believes that compensation decisions are complex and require a deliberate review of Company performance and peer compensation levels, as well as the overall business environment and the role and contributions of each individual. Accordingly, the review of peer information is one of many factors the Committee considers in determining compensation levels. For each element of compensation, the Committee reviews market data (i.e., peer group and survey data) to evaluate target compensation levels, while also considering the relative responsibilities of some of our named executive officers as compared

  83. Market Comparisons

    | PULTEGROUP, INC. | 2024 PROXY STATEMENT | 29 |

  84. Market Comparisons

    to the peer group, revenue size relative to the peer group, our historical compensation practices, the overall mix of our compensation elements being weighted more heavily toward long-term and equity-based compensation, management ownership and financial performance. Other factors that influence the amount of compensation awarded include an individual’s experience and past performance inside or outside the Company, compensation history, role and responsibilities within the Company, tenure with the Company and associated institutional knowledge, long-term potential with the Company, contributions derived from creative and innovative thinking and leadership and industry expertise. The Committee believes that the Company’s peer group should reflect the industry in which the Company competes for business and executive talent. Accordingly, the Company’s peer group includes companies meeting the following criteria: (i) companies within, or operating in an industry similar to, the home-building industry and (ii) companies of similar size in terms of revenue or market capitalization (generally 1/3 to 3 times the Company’s revenue and market capitalization). The peer group used for evaluating 2023 compensation decisions consisted of the companies below, which was the same peer group that was used for evaluating 2022 compensation decisions.

  85. Market Comparisons

    | D.R. Horton, Inc. | Mohawk Industries, Inc. | | KB Home | NVR, Inc. | | Lennar Corporation | Owens Corning | | Masco Corporation | Taylor Morrison Home Corporation | | M.D.C. Holdings, Inc. | Toll Brothers, Inc. | | Meritage Homes Corporation | |

  86. Market Comparisons

    In addition to reviewing compensation practices among the compensation peer group, the Committee believes it is important to review compensation practices within the industry generally. The Company participates in and purchases a number of compensation surveys. With the assistance of Semler Brossy, the Committee reviewed general industry and peer group data in establishing target compensation levels and evaluating whether our compensation policies are in line with market data. The 2023 general industry survey data represented comparably sized companies and similarly situated executive positions from general industry companies. The Committee believes that the compensation practices at companies of this size are most relevant to the Committee’s decision-making process. Based on Semler Brossy’s competitive market analysis prepared for evaluating 2023 compensation decisions, the Committee found that target compensation opportunities, in total, for the named executive officers was generally competitive. As noted above, the Committee also considered the relative responsibilities of some of our named executive officers as compared to the market data, revenue size relative to the market data, our historical compensation practices, the overall mix of our compensation elements being weighted more heavily toward long-term and equity-based compensation, management ownership and financial performance, as well as the other individual factors noted above.

  87. Role of the Compensation and Management Development Committee

    | | Establish compensation-related performance objectives to determine annual and long-term incentive compensation; |

  88. Role of the Compensation and Management Development Committee

    | | Establish individual performance goals and objectives for the Chief Executive Officer and evaluate the job performance of the Chief Executive Officer in light of those goals and objectives; |

  89. Role of the Compensation and Management Development Committee

    | | Administer the Company’s equity compensation; |

  90. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant Semler Brossy provides independent executive consulting services to the Committee. Semler Brossy is retained by and reports to the Committee and participates in Committee meetings, as requested by the Committee. Semler Brossy also:

  91. Role of the Independent Compensation Consultant

    | | Participates in the design of our executive compensation program to help the Committee evaluate the linkage between pay and performance; |

  92. Role of the Independent Compensation Consultant

    | | Provides and reviews market data and advises the Committee on setting executive compensation and the competitiveness and reasonableness of our executive compensation program; |

  93. Role of the Independent Compensation Consultant

    | | Reviews and advises the Committee regarding the elements of our executive compensation program, equity grant and dilution levels, each as relative to our peers; |

  94. Role of the Independent Compensation Consultant

    | | Reviews and advises the Committee regarding individual executive pay decisions; |

  95. Role of the Independent Compensation Consultant

    | | Reviews and advises the Committee with respect to new compensation plans and programs; |

  96. Role of the Independent Compensation Consultant

    | | Reviews and advises the Committee regarding regulatory, disclosure and other technical matters; |

  97. Role of the Independent Compensation Consultant

    | | Reviews and advises the Committee regarding our compensation risk assessment procedures; and |

  98. Role of the Independent Compensation Consultant

    | | Reviews and advises the Nominating and Governance Committee regarding our non-employee director compensation. |

  99. Role of the Independent Compensation Consultant

    During 2023, the compensation consultant did not provide any other services to the Company.

  100. EXECUTIVE COMPENSATION PROGRAM ELEMENTS

    | Pay Element | | | | | | | Salary | Annual Incentive Awards | Performance-Based Restricted Share Units (“PSUs”) | Restricted Share Units (“RSUs”) | | WHO RECEIVES | All named executive officers | | | | | WHEN GRANTED | Annually | | | | | FORM OF DELIVERY | Cash | Cash, with 50% of the Growth Incentive Pool granted as RSUs | Equity | | | TYPE OF PERFORMANCE | Short-term emphasis (fixed) | Short-term emphasis (variable) | Long-term emphasis (variable) | | | PERFORMANCE PERIOD | 1 year | 1 year, with RSU component of Growth Incentive Pool vesting over 2 years | 3-year cliff vesting based on performance | 3-year cliff vesting based on service | | WHY WE PAY THIS ELEMENT | Provides base pay levels that are competitive with market practices to attract and retain top executive talent. | Provides annual incentive opportunities competitive with market practices to attract, motivate and retain top executive talent. | Provides equity incentives competitive with market practices in order to attract, motivate and retain top executive talent. | | | | | Rewards executives for annual performance results relative to pre-established goals deemed critical to the success of the Company and its strategy and for year-over-year growth in pre-tax income. | Focuses executives on long-term performance of the Company. | | | | | Focuses on key annual results that we believe will position the Company for success over time, in keeping with the interests of our shareholders. | Directly aligns interests of executives with those of our shareholders. | | | | | Retention of talent over performance / vesting period. | Retention of talent over performance / vesting period. | |

  101. EXECUTIVE COMPENSATION PROGRAM ELEMENTS

    | Pay Element | | | | | | | Salary | Annual Incentive Awards | Performance- Based Restricted Share Units (“PSUs”) | Restricted Share Units (“RSUs”) | | HOW PAYOUT DETERMINED | Responsibilities, individual performance and tenure, internal equity, market data and recommendations from the Committee’s independent compensation consultant. | Market practice and individual performance. Annual Program Component: Participants are eligible to receive a cash payout ranging from 0% - 200% of target based on the achievement of corporate goals. | Market practice, individual performance and Company performance over the 2023-2025 performance period. | Market practice and individual performance. | | | | Growth Incentive Pool Component: Incentive pool funded based on pre-tax income growth as compared to 2022, with Growth Incentive Pool allocations established by the Committee at the beginning of 2023.(1) | Participants vest in PSUs, with vesting levels ranging from 0% - 200% of target based on the achievement of corporate goals. | | | PERFORMANCE MEASURES | Individual | Pre-tax income Operating margin | Relative TSR ROIC Operating margin | Share price |

  102. EXECUTIVE COMPENSATION PROGRAM ELEMENTS

    | (1) As described below, payouts under the Growth Incentive Pool were made 50% in cash and 50% in the form of RSUs that will vest on the two-year anniversary of the January 31, 2024 grant date. |

  103. Base Salary

    Base Salary The Committee determines the appropriateness of executives’ base salaries by considering the responsibilities of their positions, their individual performance and tenure, a comparison to the base salary levels of executives in the compensation peer group and industry compensation surveys, and the recommendations of the Committee’s independent compensation consultant, as described below. Base salary increases are considered annually and are based upon both individual and Company performance in the prior year; however, historically the Committee has not had a practice of regularly adjusting base salaries for our executive officers on an annual basis. The base salaries for Messrs. Koart and Henry were determined in connection with their commencements of employment 2023 and were based on the compensation for executives at companies in our compensation peer group and internal pay equity, as well as the broader industry market for senior human resources positions with respect to Mr. Henry. None of our other named executive officers received a base salary adjustment with respect to 2023 and Mr. Marshall’s base salary has remained the same since 2019. The table below sets forth the 2022 and 2023 base salary levels for each of our named executive officers.

  104. Annual Incentive Compensation

    Annual Incentive Compensation We provide annual incentive compensation in order to motivate and reward our named executive officers for achieving short-term performance objectives. Annual incentive compensation is intended to be a significant component of an executive’s total compensation opportunity in a given year, helping create a “pay for performance” culture. Consistent with 2022, in 2023 there were two components to the Company’s annual incentive compensation program. For the first component, the Committee established a 2023 Annual Incentive Program (the “Annual Program” or the “2023 Annual Program”) similar to its historical approach, with payouts determined based on the Company’s performance against pre-established financial performance goals. This component is designed to reward progress against the achievement of the Company’s annual operating plan. As it did in 2022, the Committee also established an annual incentive pool (the “Growth Incentive Pool”), with funding based on the Company’s pre-tax income growth, as defined in the Annual Program, as compared to the prior year. The Growth Incentive Pool is designed to reward growth and to align with the interests of the Company’s shareholders, with management experiencing higher payouts in times of greater performance relative to the Company’s prior year and receiving no payouts during years when pre-tax income did not exceed the prior year. The 2023 Growth Incentive Pool includes an RSU component that vests over two years in order to further align the Company’s executive compensation program with shareholder interests through the risks and rewards of stock ownership. The Annual Program and Growth Incentive Pool are described in further detail below.

  105. 2023 Annual Program

    | | 2023 Consolidated Goals ($ in 000s)(1) | | | | | | | | | Weighting | Threshold Payout (50%) | Target Payout (100%) | Maximum Payout (200%) | Performance Results | Achieved Payout | Weighted Payout | | Pre-Tax Income(2) | 50% | $1,653,838 | $2,067,298 | $2,480,758 | $3,675,219 | 200.00% | 100.00% | | Operating Margin %(3) | 50% | 13.0% | 16.0% | 19.0% | 22.3% | 200.00% | 100.00% | | | | | | | Total % of Target: | | 200.00% |

  106. 2023 Annual Program

    | (1) Payouts for performance between threshold and target payout levels and between target and maximum payout levels are calculated using straight line interpolation. |

  107. 2023 Annual Program

    The table below sets forth the award opportunities established by the Committee and the cash payout under the Annual Program applicable to the named executive officers. The Committee determined the target payout level for each of the named executive officers other than Messrs. Koart and Henry based on each named executive officer’s position within the Company, historical pay levels, the incentive pay for executives at companies in our compensation peer group, the general industry compensation surveys and the recommendations of the Committee’s independent compensation consultant. The target payout levels for Messrs. Koart and Henry were determined in connection with their commencements of employment with the Company and were based on the incentive pay for executives at companies in our compensation peer group and internal pay equity, as well as the broader industry market for senior human resources positions with respect to Mr. Henry. The 2023 target award opportunity, as a percentage of base salary, for the other named executive officers were unchanged from 2022.

  108. 2023 Annual Program

    | Executive | Base Salary 2023 | Target as a % of Salary(1) | Threshold(2) | Target | Maximum | Total Payout(2) | | RYAN R. MARSHALL | $1,000,000 | 200% | $500,000 | $2,000,000 | $4,000,000 | $4,000,000 | | ROBERT T. O’SHAUGHNESSY | $750,000 | 133% | $250,000 | $1,000,000 | $2,000,000 | $2,000,000 | | MATTHEW KOART | $750,000 | 167% | $312,500 | $1,250,000 | $2,500,000 | $1,561,644 | | TODD N. SHELDON | $550,000 | 100% | $137,500 | $550,000 | $1,100,000 | $1,100,000 | | KEVIN A. HENRY | $550,000 | 100% | $137,500 | $550,000 | $1,100,000 | $587,671 | | JOHN J. CHADWICK | $700,000 | 107% | $187,500 | $750,000 | $1,500,000 | $456,164 | | MICHELLE H. HAIRSTON | $525,000 | 100% | $131,250 | $525,000 | $1,050,000 | $117,945 |

  109. 2023 Annual Program

    | (2) The threshold amount represents the minimum award that could be paid to the named executive officer upon the Company’s satisfaction of threshold performance for only one of the performance goals. As noted previously, each performance goal is measured independently of the other performance goals. In accordance with the terms of their offer letters, Messrs. Koart and Henry’s payouts under the Annual Program were pro-rated based on their May and June 2023 commencement dates, respectively. In accordance with the terms of the Company’s Retirement Policy and Executive Severance Policy, respectively, Mr. Chadwick and Ms. Hairston also received a pro-rated payout under the 2023 Annual Program. |

  110. Growth Incentive Pool

    Growth Incentive Pool As it did in 2022, in 2023 the Committee established a Growth Incentive Pool, the size of which was dependent on pre-tax income growth, as defined in the Annual Program, over the prior year, and with the aggregate amount capped at $25 million. As previously disclosed, beginning in 2022, payouts under the Growth Incentive Pool are made 50% in cash and 50% in the form of RSUs that vest on the two-year anniversary of the grant date, subject to the participant’s continuous service through the vesting date. The Committee established the Growth Incentive Pool in order to recognize and incentivize the efforts to be taken to achieve pre-tax income growth and to further align the interests of the participants with the interests of the Company’s shareholders. In addition, the inclusion of an RSU component further aligns the Company’s executive compensation program with shareholder interests through the risks and rewards of stock ownership. For purposes of the Growth Incentive Pool, pre-tax income was calculated in the same manner as described above with respect to the 2023 Annual Program. The Committee elected to allocate 2% of pre-tax income growth over 2022 to be awarded pursuant to the Growth Incentive Pool, with the allocation of the Pool for each named executive officer as shown in the table below. Based on our pre-tax income growth in 2023, the Committee approved the following payouts under the Growth Incentive Pool for 2023 with 50% of the pool allocation being paid in cash and 50% of the pool allocation paid in RSUs which will vest on January 31, 2026.

  111. Growth Incentive Pool

    | (1) In accordance with the terms of their offer letters, Messrs. Koart and Henry’s payouts under the Growth Incentive Pool were to be pro-rated based on their May and June 2023 commencement dates, respectively, and Mr. Chadwick and Ms. Hairston were not eligible to receive 2023 Growth Incentive Pool payouts upon their separations from the Company. |

  112. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation In order to provide management with incentives to achieve our long-term goals, in 2023, the Committee continued its practice of providing a significant portion of our named executive officer’s compensation in the form of both performance-based and time-based equity incentive awards over the same three-year period. The Committee believes this balance of long-term incentives encourages outsized performance during the incentive period as well as a meaningful retentive effect. The entire award is in the form of equity compensation, with the 2023 performance-based component delivered as PSUs rather than the Company’s prior practice of a cash-denominated award that is converted to shares at the time of settlement. The Committee approved this change after considering market practices and to further align the interests of executive officers and shareholders over the course of the performance period. We believe that equity awards:

  113. Long-Term Equity Incentive Compensation

    | | Balance the overall compensation program by providing an appropriate mix of equity and cash compensation; |

  114. Long-Term Equity Incentive Compensation

    | | Properly focus executives on long-term value creation for shareholders; and |

  115. Long-Term Equity Incentive Compensation

    | | Encourage executive retention, particularly through fluctuating business cycles. |

  116. Long-Term Equity Incentive Compensation

    Our philosophy is to award equity grants to our named executive officers in amounts that reflect market data, the participant’s position, the participant’s ability to influence our overall performance, and individual performance based on a review of results during the prior year against pre-determined objectives, such as operational efficiency, employee engagement, and retention and development of key talent. In addition, the Committee considers historical grant practices and market compensation levels in determining grants for individual executives. The Committee believes that these annual equity incentive grants to the named executive officers should be determined after a review of the Company’s financial statements for a full year. As a result, all annual equity awards are expected to be granted on the date of the regular Compensation Committee meeting to be held in February of the following year. In determining the annual equity grants the Committee considered the following: (i) the Company’s historical year-over-year compensation practices, including historical grant levels; (ii) total compensation awarded to the named executive officers; (iii) a peer group analysis conducted by the Committee’s independent compensation consultant of the compensation of executive officers holding comparable positions at the companies within the compensation peer group and survey data; and (iv) the Company’s objective to provide a significant portion of executive incentives based on long-term Company performance. Once the appropriate amount is determined for each executive, one-half of the award is granted as PSUs under our LTI Program described below and the other half granted in the form of a service-based RSU award, which cliff vest three years after the grant date.

  117. Annual Performance-Based Equity awards – LTI Program

    Annual Performance-Based Equity awards – LTI Program 2023-2025 LTI Program In 2023, the Committee approved PSU awards for the 2023-2025 LTI Program that vest based on (i) the Company’s TSR performance relative to the TSR of the Company’s Performance Peer Group, as described below, (ii) the Company’s ROIC performance and (iii) the Company’s operating margin performance, with each goal weighted equally. These performance measures were deemed by the Committee to be effective long-term measures of performance reflective of our success in executing on our long-term business plan and aligning the executives’ interests with the interests of shareholders. The Committee utilized operating margin as an element in both the Company’s Annual Program and 2023-2025 LTI Program in recognition that this measure is viewed as a core driver of the Company’s performance and shareholder value creation. In designing the Company’s executive compensation program, the Committee supplemented the use of operating margin with additional performance measures in order to strike an appropriate balance with respect to incentivizing top-line growth, profitability and shareholder returns over both the short-term and long-term horizons. For purposes of the 2023-2025 LTI Program, the Company is required to achieve a TSR over the three-year performance period that ranks between the third and fourth highest TSRs of the component companies in the Performance Peer Group in order to earn the award target, with no payout for bottom quartile performance. To measure relative TSR performance, the Committee approved a Performance Peer Group consisting of the homebuilders in the Company’s compensation peer group – namely, D.R. Horton, Inc.; KB Home; Lennar Corporation; M.D.C. Holdings, Inc.; Meritage Homes Corporation; NVR, Inc.; Taylor Morrison Home Corporation; and Toll Brothers, Inc. The Committee determined that this was an appropriate measure of performance as the members of the Performance Peer Group were also subject to the cyclical nature of the homebuilding industry. The Committee established the payout formula for the ROIC and operating margin performance objectives to encourage strong, focused performance. Given the economic and market conditions at the time the targets were set, the target payout levels were designed to be

  118. Annual Performance-Based Equity awards – LTI Program

    | 36 | PULTEGROUP, INC. | 2024 PROXY STATEMENT |

  119. Annual Performance-Based Equity awards – LTI Program

    achievable with strong performance, while payouts at the maximum performance levels were designed to be very difficult to achieve. Under the 2023-2025 LTI Program, ROIC and operating margin are defined as follows:

  120. Annual Performance-Based Equity awards – LTI Program

    | | ROIC is defined as (i) consolidated earnings before interest and taxes (adjusted to exclude, where applicable, the expense related to certain incentive compensation, Company-wide restructuring costs as offset by savings associated with those restructuring efforts, changes in GAAP, gain or loss on debt retirements, and adjustments to Pulte Financial Services reserves relating to mortgage origination and other legacy mortgage exposures prior to January 1, 2012), divided by (ii) consolidated shareholders’ equity plus homebuilding debt (each as adjusted to exclude consolidated deferred taxes, internal mortgage company debt and changes in GAAP). |

  121. Annual Performance-Based Equity awards – LTI Program

    | | Operating margin represents the quotient of (i) Home Sale Gross Margin less SG&A expenses (excluding, where applicable, certain incentive compensation, Company-wide restructuring costs as offset by savings associated with those restructuring efforts, changes in GAAP, gain or loss on debt retirements, and adjustments to Pulte Financial Services reserves relating to mortgage origination and other legacy mortgage exposures prior to January 1, 2012) divided by (ii) Home Sale Revenues. |

  122. Annual Performance-Based Equity awards – LTI Program

    The table below shows the award opportunities established by the Committee relating to the 2023-2025 LTI Program. The target award opportunities for Messrs. Koart and Henry were established by the Committee in connection with the commencements of their employment with the Company and were based on the long-term incentive award opportunities for executives at companies in our compensation peer group and internal pay equity, as well as the broader industry market for senior human resources positions with respect to Mr. Henry. The target award opportunities for the other named executive officers did not change as compared to the opportunities established for the 2022-2024 LTI Program. The vesting level of the awards will be determined after the end of the three-year performance period based on the Company’s relative TSR, ROIC and operating margin performance during that time. Under the award agreements, the 2023-2025 LTI Program PSU awards are share-denominated and will be settled in Company common shares following the end of the performance period.

  123. Award Opportunity Under 2023-2025 LTI Program

    Award Opportunity Under 2023-2025 LTI Program

  124. Award Opportunity Under 2023-2025 LTI Program

    | Executive | Base Salary(1) | Target as % of Salary(2) | Threshold | Target | Maximum | | RYAN R. MARSHALL | $1,000,000 | 350% | $1,750,000 | $3,500,000 | $7,000,000 | | ROBERT T. O’SHAUGHNESSY | $750,000 | 126.7% | $475,000 | $950,000 | $1,900,000 | | MATTHEW KOART | $750,000 | 133.3% | $500,000 | $1,000,000 | $2,000,000 | | TODD N. SHELDON | $550,000 | 81.8% | $225,000 | $450,000 | $900,000 | | KEVIN A. HENRY | $550,000 | 63.6% | $175,000 | $350,000 | $700,000 | | JOHN J. CHADWICK(3) | $700,000 | 103.6% | $362,500 | $725,000 | $1,450,000 | | MICHELLE H. HAIRSTON(4) | $525,000 | 38.1% | $100,000 | $200,000 | $400,000 |

  125. Award Opportunity Under 2023-2025 LTI Program

    | (1) Base salary was measured as of the first day of the performance period. |

  126. Award Opportunity Under 2023-2025 LTI Program

    | (2) The Committee sets target opportunities under the LTI Program at whole dollar values. The amounts in this column reflect such target opportunities at the approximate percentage of each named executive officer’s base salary. |

  127. Award Opportunity Under 2023-2025 LTI Program

    | (3) Pursuant to the terms of the Company’s Retirement Policy, Mr. Chadwick was entitled to retirement vesting treatment of his outstanding equity awards in connection with his retirement in April 2023, as described in “Potential Payments Upon Termination or Change in Control” beginning on page 48. |

  128. Award Opportunity Under 2023-2025 LTI Program

    | (4) Pursuant to the terms of the Company’s Executive Severance Policy, Ms. Hairston’s 2023-2025 LTI Program awards remained outstanding following her separation from the Company in February 2023 and are eligible to vest on a pro-rated basis based on actual performance. |

  129. Outstanding Performance Based Equity Awards under the LTI Program

    Outstanding Performance Based Equity Awards under the LTI Program The 2022-2024 LTI Program remains outstanding and will be settled following the completion of the three-year performance period, based on (i) the Company’s TSR performance relative to the TSR of the Performance Peer Group, (ii) the Company’s ROIC performance, and (iii) the Company’s operating margin performance, with each goal weighted equally.

  130. Outstanding Performance Based Equity Awards under the LTI Program

    | PULTEGROUP, INC. | 2024 PROXY STATEMENT | 37 |

  131. Outstanding Performance Based Equity Awards under the LTI Program

    At the end of 2023, the 2021-2023 LTI Program concluded, with each named executive officer other than Messrs. Koart and Henry (who were not employed with the Company in 2021) achieving 200.0% of their target award pursuant to the terms of the 2021-2023 LTI Program established at the time of grant. The table below sets forth the performance metrics and achievement levels with respect to the 2021-2023 LTI Program goals.

  132. Outstanding Performance Based Equity Awards under the LTI Program

    | 2021-2023 LTI Program Consolidated Goals(1) | | | | | | | | | | Weighting | Threshold Payout (50%) | Target Payout (100%) | Maximum Payout (200%) | Performance Results | Achieved Payout (of target) | Weighted Payout | | Relative TSR(2) | 33.34% | 25th percentile | 75th percentile | Ranked 1stin peer group | Ranked 1st in peer group | 200% | 66.8% | | ROIC(3) | 33.33% | 18.9% | 21.9% | 24.9% | 33.9% | 200% | 66.6% | | Operating Margin(4) | 33.33% | 12.1% | 15.1% | 18.1% | 21.3% | 200% | 66.6% | | | | | | | Total % of Target: | | 200.0% |

  133. Outstanding Performance Based Equity Awards under the LTI Program

    | (1) Payouts for performance between threshold and target payout levels and between target and maximum payout levels are calculated using straight line interpolation. |

  134. Outstanding Performance Based Equity Awards under the LTI Program

    | (2) Measured relative to the Performance Peer Group. |

  135. Outstanding Performance Based Equity Awards under the LTI Program

    | (3) ROIC is defined as (i) consolidated earnings before interest and taxes (adjusted to exclude, where applicable, the expense related to certain incentive compensation, Company-wide restructuring costs as offset by savings associated with those restructuring efforts, changes in GAAP, gain or loss on debt retirements, and adjustments to Pulte Financial Services reserves relating to mortgage origination and other legacy mortgage exposures prior to January 1, 2012), divided by (ii) consolidated shareholders’ equity plus homebuilding debt (each as adjusted to exclude consolidated deferred taxes, internal mortgage company debt and changes in GAAP). |

  136. Outstanding Performance Based Equity Awards under the LTI Program

    | (4) Operating Margin represents the quotient of (i) Home Sale Gross Margin less SG&A expenses (excluding, where applicable, certain incentive compensation, Company-wide restructuring costs as offset by savings associated with those restructuring efforts, changes in GAAP, gain or loss on debt retirements, and adjustments to Pulte Financial Services reserves relating to mortgage origination and other legacy mortgage exposures prior to January 1, 2012) divided by (ii) Home Sale Revenues. |

  137. 2024 Long Term Equity Incentive Awards

    2024 Long Term Equity Incentive Awards In determining the annual equity grants made in February 2024 for 2023 performance – of the Company and of each continuing executive – the Committee considered the following: (i) the Company’s historical year-over-year compensation practices, including historical grant levels; (ii) total compensation earned by the named executive officers; (iii) a peer group analysis conducted by the Committee’s independent compensation consultant of the compensation of executive officers holding comparable positions at the companies within the compensation peer group; and (iv) the Company’s objective to provide a significant portion of executive incentives based on long-term Company performance. As set forth in the tables below, in February 2024, the Committee granted RSUs to each continuing executive, informed by his or her individual contributions during 2023. The value of these awards is excluded from the 2023 Summary Compensation Table, which instead reflects the value of the equity awards granted in 2023 in recognition of the named executive officers’ performance in 2022. The first portion (60%) of these awards comprise our 2024-2026 LTI Program and include relative TSR performance, return on equity and operating margin, each as measured against the Performance Peer Group, as the performance metrics and amounts as follows, with a comparison to the 2023 – 2025 LTI Program amounts:

  138. 2024 Long Term Equity Incentive Awards

    | | 2023-2025 LTI Program Target | | 2024-2026 LTI Program Target | | | Executive | # | Value | # | Value | | RYAN R. MARSHALL | 61,019 | $3,500,000 | 50,939 | $5,400,000 | | ROBERT T. O’SHAUGHNESSY | 16,563 | $950,000 | 14,858 | $1,575,000 | | MATTHEW KOART | 14,318 | $1,000,000 | 14,858 | $1,575,000 | | TODD N. SHELDON | 7,846 | $450,000 | 7,075 | $750,000 | | KEVIN A. HENRY | 4,699 | $350,000 | 5,094 | $540,000 |

  139. 2024 Long Term Equity Incentive Awards

    In light of the pending acquisition of one of the members of the Performance Peer Group, the Committee approved a new Performance Peer Group for the 2024 long-term incentive awards consisting of the homebuilders in the Company’s compensation peer group – namely, D.R. Horton, Inc.; KB Home; Lennar Corporation; Meritage Homes Corporation; M/I Homes, Inc.; NVR, Inc.; Taylor Morrison Home

  140. 2024 Long Term Equity Incentive Awards

    | 38 | PULTEGROUP, INC. | 2024 PROXY STATEMENT |

  141. 2024 Long Term Equity Incentive Awards

    Corporation; Toll Brothers, Inc.; and Tri Pointe Homes, Inc. The Committee determined that this was an appropriate measure of performance as the members of the Performance Peer Group were also subject to the cyclical nature of the homebuilding industry. The remaining portion (40%) of these awards include annual grants of service-based equity in the form of service-based RSU awards with a three-year vesting period in the amounts as follows:

  142. 2024 Long Term Equity Incentive Awards

    | | Time-Based Restricted Share Units(1) | | | Executive | # | Value(2) | | RYAN R. MARSHALL | 33,960 | $3,600,100 | | ROBERT T. O’SHAUGHNESSY | 9,905 | $1,050,029 | | MATTHEW KOART | 9,905 | $1,050,029 | | TODD N. SHELDON | 4,717 | $500,049 | | KEVIN A. HENRY | 3,396 | $360,010 |

  143. 2024 Long Term Equity Incentive Awards

    | (1) These equity awards were granted in 2024 and, accordingly, are excluded from the 2023 Summary Compensation Table. |

  144. 2024 Long Term Equity Incentive Awards

    | (2) The amounts reported in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. |

  145. Severance Arrangements

    Severance Arrangements The Committee has adopted the PulteGroup, Inc. Executive Severance Policy, which provides for severance benefits ranging from one times base salary to two times base salary, depending on the length of service with the Company and the executive’s position at the time of a qualifying termination of employment. The Committee also has adopted the PulteGroup, Inc. Retirement Policy, which establishes administrative guidelines for the treatment of outstanding equity and long-term incentive awards following an employee’s qualifying retirement. The Committee believes that these policies help us accomplish our compensation philosophy of attracting and retaining exemplary talent and reduce the need to negotiate individual severance arrangements with new and departing executives. In connection with his retirement from the Company, Mr. Chadwick did not receive any severance benefits under the Executive Severance Policy, but received retirement vesting treatment with respect to his outstanding equity and long-term incentive awards. In addition, in connection with Ms. Hairston’s February 10, 2023 separation from the Company, Ms. Hairston became eligible for separation benefits under the Executive Severance Policy based on a qualifying termination of employment without cause. See “Potential Payments Upon Termination or Change in Control” on page 48 for additional information regarding the retirement vesting treatment received by Mr. Chadwick in connection with his retirement in April 2023 and the severance benefits received by Ms. Hairston in connection with her separation in February 2023. While these policies reduce the need to negotiate individual severance provisions, the Committee recognizes that under certain circumstances individual severance arrangements may be desirable or beneficial to the Company. Pursuant to the Company’s Executive Severance Policy, the Company is prohibited from entering into a severance agreement with a senior executive of the Company without shareholder approval if such agreement would provide for specified benefits exceeding 2.99 times the sum of (a) the senior executive’s annual base salary as in effect immediately prior to termination of employment and (b) the senior executive’s target annual bonus in the fiscal year in which the termination of employment occurs. Benefits excluded from this policy are (i) the value of any accelerated vesting of any outstanding equity-based award provided under plans, programs or arrangements of the Company applicable to one or more groups of employees in addition to the Company’s senior executives, (ii) a pro-rata portion of the value of any accelerated vesting of any outstanding long-term cash-based incentive award provided under plans, programs or arrangements of the Company applicable to one or more groups of employees in addition to the Company’s senior executives, (iii) compensation and benefits for services rendered through the date of termination of employment, (iv) any

  146. Severance Arrangements

    | PULTEGROUP, INC. | 2024 PROXY STATEMENT | 39 |

  147. Severance Arrangements

    post-termination retirement and other benefits, special benefits or perquisites provided under plans, programs or arrangements of the Company applicable to one or more groups of employees in addition to the Company’s senior executives and (v) payments that are required by the Company’s By-laws regarding indemnification and/or a settlement of any claim made against the Company. The policy is available for viewing on our website at www.pultegroupinc.com.

  148. 2024 Compensation Decisions

    | | Annual Incentive Compensation. The Committee approved the 2024 Annual Program which eliminated the Growth Incentive Pool and included the following components: (i) Annual Incentive Plan with plan-based components identical to the prior year, and (ii) a Pre-Tax Pool based on a percentage of pre-tax income for 2024 with the pool payout modified based on the rank of the Company’s year-over-year pre-tax growth versus its homebuilder peer group. The Committee believes these modifications will decrease the variability of annual incentive payouts and more accurately align payouts with the Company’s performance relative to its homebuilding peers. The target award opportunity for each named executive officer for each component of the 2024 Annual Program is as follows |

  149. 2024 Compensation Decisions

    | Executive | AIP – Plan Based Component | AIP – Pre-Tax Pool Component | | RYAN R. MARSHALL | $1,500,000 | $3,500,000 | | ROBERT T. O’SHAUGHNESSY | $525,000 | $1,300,000 | | MATTHEW KOART | $525,000 | $1,350,000 | | TODD N. SHELDON | $250,000 | $450,000 | | KEVIN A. HENRY | $230,000 | $220,000 |

  150. 2024 Compensation Decisions

    | | 2024-2026 LTI Program. As noted above, the Committee approved changes to the annual performance-based long-term incentive awards for 2024-2026 to make all three metrics of the awards (TSR, return on equity and operating margin) payout based on the Company’s relative performance against its homebuilding peer group. The Committee believes that the inclusion of relative performance goals for the entire award will help to incentivize stronger relative performance through dynamic market cycles. The Committee also approved a change to the allocation of awards under the 2024-2026 LTI Program between time-based and performance-based awards. Whereas in previous years the allocation had been split equally between the two, in 2024-2026 the allocation is weighted 60% to performance-based awards and 40% to time-based awards. |

  151. 2023 Summary Compensation Table

    2023 Summary Compensation Table The table below sets forth information concerning the compensation of our named executive officers for 2023 and, to the extent required by SEC disclosure rules, 2022 and 2021.

  152. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(3) | Total ($) | | RYAN R. MARSHALL President and CEO | 2023 | $1,000,000 | — | $7,406,576 | $4,089,119 | $— | $35,213 | $12,530,908 | | | 2022 | $1,000,000 | — | $8,605,099 | $4,848,040 | $37 | $30,848 | $14,484,024 | | | 2021 | $1,000,000 | — | $7,000,001 | $8,122,429 | $25 | $27,100 | $16,149,555 | | ROBERT T. O’SHAUGHNESSY EVP & CFO | 2023 | $750,000 | — | $2,042,003 | $2,055,699 | — | $21,886 | $4,869,588 | | | 2022 | $750,000 | — | $2,903,183 | $2,685,025 | — | $23,266 | $6,361,474 | | | 2021 | $750,000 | — | $1,900,026 | $4,576,518 | — | $13,415 | $7,239,959 | | MATTHEW KOART(4) EVP & COO | 2023 | $467,308 | | $2,049,500 | $1,596,589 | 603 | $82,257 | $4,196,257 | | TODD N. SHELDON EVP GC & Corp Secretary | 2023 | $550,000 | — | $963,264 | $1,122,280 | — | $29,556 | $2,665,100 | | | 2022 | $550,000 | — | $1,301,300 | $1,281,010 | — | $19,556 | $3,151,866 | | | 2021 | $542,308 | — | $900,039 | $2,130,607 | — | $17,478 | $3,590,432 | | KEVIN A. HENRY(4) EVP & Chief People Officer | 2023 | $294,039 | | $709,482 | $599,635 | — | $12,705 | $1,615,861 | | JOHN J. CHADWICK(5) Former EVP COO | 2023 | $215,384 | | $1,515,793 | $456,164 | — | $17,340 | $2,204,681 | | | 2022 | $700,000 | — | $2,453,195 | $2,340,025 | — | $16,654 | $5,509,874 | | | 2021 | $700,000 | — | $1,450,006 | $4,076,518 | — | $11,894 | $6,238,418 | | MICHELLE H. HAIRSTON(5) Former SVP Human Resources | 2023 | $60,572 | | $418,162 | $117,945 | — | $1,110,657 | $1,707,336 | | | 2022 | $521,154 | — | $801,283 | $1,246,510 | — | $24,039 | $2,592,986 | | | 2021 | $492,308 | — | $400,022 | $2,030,607 | — | $11,807 | $2,934,744 |

  153. 2023 Summary Compensation Table

    | (1) The amounts reported in this column for 2023 are awards granted pursuant to the Company’s 2022 Stock Incentive Plan and are valued based on the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 7 to the Company’s audited financial statements included in our Annual Report for the fiscal year ended December 31, 2023. In accordance with FASB ASC Topic 718, included in this amount is the grant date fair value of the portion of the 2023 Growth Incentive Pool granted in the form of RSUs in early 2024, as the value associated with such RSUs is attributable to 2023 performance. The amounts included in the Stock Awards column for the RSU component of the 2023 Growth Incentive Pool and the PSUs granted during 2023 to each of the named executive officers are calculated based on the probable satisfaction of the performance conditions for such awards. Assuming the highest level of performance is achieved for the 2023 – 2025 PSU awards, the maximum value of these awards at the grant date would be as follows: Mr. Marshall—$7,000,000; Mr. O’Shaughnessy—$1,900,000; Mr. Koart—$2,000,000; Mr. Sheldon—$900,000; Mr. Henry—$700,000; Mr. Chadwick—$1,450,000; and Ms. Hairston—$400,000. Assuming the highest level of performance was achieved under the Growth Incentive Pool for 2023, the maximum value of these awards at the grant date would be as follows: Mr. Marshall—$3,000,000; Mr. O’Shaughnessy—$1,875,000; Mr. Koart—$1,875,000; Mr. Sheldon—$750,000; Mr. Henry—$750,000; Mr. Chadwick—$1,875,000; and Ms. Hairston—$750,000. |

  154. 2023 Summary Compensation Table

    | (2) For 2023, the amounts reflect the actual cash payouts received under the Annual Program and Growth Incentive Pool, as follows: Mr. Marshall—Annual Program—$4,000,000, Growth Incentive Pool—$89,119; Mr. O’Shaughnessy—Annual Program—$2,000,000, Growth Incentive Pool—$55,699; Mr. Koart—Annual Program—$1,561,644, Growth Incentive Pool—$34,945; Mr. Sheldon—Annual Program—$1,100,000, Growth Incentive Pool—$22,280; Mr. Henry—Annual Program—$587,671, Growth Incentive Pool—$11,964; Mr. Chadwick—Annual Program—$456,164; and Ms. Hairston—Annual Program—$117,945. The cash payouts received by the named executive officers under the Growth Incentive Pool represent 50% of their total payouts under the pool for 2023. Mr. Chadwick and Ms. Hairston forfeited their 2023 Growth Incentive Pool payouts upon their separations from the Company. |

  155. 2023 Summary Compensation Table

    | (3) Amounts in this column consist of (i) the cost of financial planning services reimbursed for each of the named executive officers, (ii) life insurance premiums for each of the named executive officers, (iii) reimbursement of the cost of an annual executive physical (which for healthcare privacy reasons each named executive officer has been attributed a cost of $4,000 regardless of whether such benefit was used), (iv) a Company match under the Company’s 401(k) plan equal to $8,106 for Mr. Koart, $8,462 for Mr. Henry and $13,200 for the other named executive officers, (v) with respect to Mr. Koart, $70,000 in |

  156. 2023 Summary Compensation Table

    | PULTEGROUP, INC. | 2024 PROXY STATEMENT | 43 |

  157. 2023 Summary Compensation Table

    | living expenses pursuant to the terms of his offer letter, and (vi) with respect to Ms. Hairston, $1,050,000 in severance payments and a payment equal to $36,476, representing the difference between active employee premiums and continuation coverage premiums for 18 months of health care coverage. |

  158. 2023 Summary Compensation Table

    | (4) Messrs. Koart and Henry commenced employment with the Company effective May 18, 2023 and June 20, 2023, respectively. |

  159. 2023 Summary Compensation Table

    | (5) Mr. Chadwick and Ms. Hairston separated from the Company effective April 21, 2023 and February 10, 2023, respectively. |

  160. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The following table sets forth information concerning award opportunities under our LTI Program and grants under the 2022 Stock Incentive Plan to the named executive officers during the fiscal year ended December 31, 2023.

  161. 2023 Grants of Plan-Based Awards Table

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Possible Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option | | | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | (#) | Awards(1) | | RYAN R. MARSHALL | (2) | $500,000 | $2,000,000 | $4,000,000 | | | | | | | | (3) | — | $89,119 | $3,000,000 | | | | | | | | 2/1/2023(4) | | | | 30,510 | 61,019 | 122,038 | | $3,817,372 | | | 2/1/2023(5) | | | | — | 89,154 | 3,000,000 | | $89,154 | | | 2/1/2023(6) | | | | | | | 61,019 | $3,500,050 | | ROBERT T. O’SHAUGHNESSY | (2) | $250,000 | $1,000,000 | $2,000,000 | | | | | | | | (3) | — | $55,699 | $1,875,000 | | | | | | | | 2/1/2023(4) | | | | 8,282 | 16,563 | 33,126 | | $1,036,188 | | | 2/1/2023(5) | | | | — | 55,761 | 1,875,000 | | $55,761 | | | 2/1/2023(6) | | | | | | | 16,563 | $950,054 | | MATTHEW KOART | (2) | $312,500 | $1,250,000 | $2,500,000 | | | | | | | | (3) | — | $34,945 | $1,875,000 | | | | | | | | 5/18/2023(4) | | | | 7,159 | 14,318 | 28,636 | | $1,014,794 | | | 5/18/2023(5) | | | | — | 34,655 | 1,875,000 | | $34,665 | | | 5/18/2023(6) | | | | | | | 14,318 | $1,000,041 | | TODD N. SHELDON | (2) | $137,500 | $550,000 | $1,100,000 | | | | | | | | (3) | — | $22,280 | $750,000 | | | | | | | | 2/1/2023(4) | | | | 3,923 | 7,846 | 15,692 | | $490,849 | | | 2/1/2023(5) | | | | — | 22,368 | 750,000 | | $22,368 | | | 2/1/2023(6) | | | | | | | 7,846 | $450,047 | | KEVIN A. HENRY | (2) | $137,500 | $550,000 | $1,100,000 | | | | | | | | (3) | — | $11,964 | $750,000 | | | | | | | | 6/20/2023(4) | | | | 2,350 | 4,699 | 9,398 | | $347,580 | | | 6/20/2023(5) | | | | — | 11,873 | 750,000 | | $11,873 | | | 6/20/2023(6) | | | | | | | 4,699 | $350,029 | | JOHN J. CHADWICK | (2) | 187,500 | 750,000 | 1,500,000 | | | | | | | | (3) | — | — | $1,875,000 | | | | | | | | 2/1/2023(4) | | | | 6,320 | 12,640 | 25,280 | | $790,763 | | | 2/1/2023(5) | | | | — | — | 1,875,000 | | — | | | 2/1/2023(6) | | | | | | | 12,640 | $725,030 | | MICHELLE H. HAIRSTON | (2) | $131,250 | $525,000 | $1,050,000 | | | | | | | | (3) | — | — | $750,000 | | | | | | | | 2/1/2023(4) | | | | 1,744 | 3,487 | 6,974 | | $218,148 | | | 2/1/2023(5) | | | | — | — | 750,000 | | — | | | 2/1/2023(6) | | | | | | | 3,487 | $200,014 |

  162. 2023 Grants of Plan-Based Awards Table

    | (1) The amounts reported in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 and, in the case of the RSU component of the Growth Incentive Pool and the PSUs, are valued based upon the probable outcome of the applicable performance |

  163. 2023 Grants of Plan-Based Awards Table

    | 44 | PULTEGROUP, INC. | 2024 PROXY STATEMENT |

  164. 2023 Grants of Plan-Based Awards Table

    | conditions. Assumptions used in the calculation of these amounts are included in Note 7 to the Company’s audited financial statements included in our Annual Report for the fiscal year ended December 31, 2023. |

  165. 2023 Grants of Plan-Based Awards Table

    | (2) Consists of award opportunities under the Annual Program. For each of our named executive officers, the performance goals under the Annual Program were pre-tax income and operating margins. See the “Annual Incentive Compensation” section of the CD&A for further information regarding the Annual Program. |

  166. 2023 Grants of Plan-Based Awards Table

    | (3) Consists of target and maximum payouts under the Growth Incentive Pool for 2023. As noted in the CD&A, during 2023, each named executive officer was eligible to receive a payout under the Growth Incentive Pool based on the Company’s pre-tax income growth as compared to 2022. At the beginning of 2023 (or in connection with their commencements of employment with respect to Messrs. Koart and Henry), the Committee approved the following allocations with respect to the Growth Incentive Pool: Mr. Marshall—24%; Mr. O’Shaughnessy—15%; Mr. Koart—15%; Mr. Henry—6%; Mr. Sheldon—6%; Mr. Chadwick—15%;and Ms. Hairston—6%, with the percentage based on the incentive funds, if any. Fifty percent of the Growth Incentive Pool allocation was scheduled to be paid in cash and the remaining 50% of the allocation was granted in the form of RSUs. The maximum amounts reported represent the named executive officer’s allocation under the Growth Incentive Pool, multiplied by the cap on payouts under the Growth Incentive Pool for 2023 (i.e., $25 million), divided by two. In connection with their separations, neither Mr. Chadwick nor Ms. Hairston received a payout under the Growth Incentive Plan. |

  167. 2023 Grants of Plan-Based Awards Table

    See the “Annual Incentive Compensation” section of the CD&A for further information regarding the Growth Incentive Plan.

  168. 2023 Grants of Plan-Based Awards Table

    | (4) Represents the PSUs under the LTI Program relating to the Company’s performance for the 2023-2025 performance period. Vesting of the PSUs depends on the Company’s TSR performance compared to the Performance Peer Group, ROIC and operating margin, measured over the 2023-2025 performance period. The PSUs will be settled in Company common shares in accordance with the terms of the underlying award agreements. Please see CD&A for further information regarding the award. |

  169. 2023 Grants of Plan-Based Awards Table

    | (5) Represents the RSU component of the Growth Incentive Pool that will vest on January 31, 2026, the two-year anniversary of Committee performance certification. As noted in the CD&A, during 2023, each named executive officer was eligible to receive a payout under the Growth Incentive Pool based on the Company’s pre-tax income growth as compared to 2022. At the beginning of 2023 (or in connection with their commencement of employment with respect to Messrs. Koart and Henry), the Committee approved the following allocations with respect to the Growth Incentive Pool: Mr. Marshall—24%; Mr. O’Shaughnessy—15%; Mr. Koart—15%;Mr. Sheldon—6%; Mr. Henry—6%; Mr. Chadwick—15%; and Ms. Hairston—6%, with the percentage based on the incentive funds, if any. Fifty percent of the Growth Incentive Pool allocation was scheduled to be paid in cash and the remaining 50% of the allocation was granted in the form of RSUs. The maximum amounts reported represent the named executive officer’s allocation under the Growth Incentive Pool, multiplied by the cap on payouts under the Growth Incentive Pool for 2023 (i.e., $25 million), divided by two. In connection with their separations, neither Mr. Chadwick nor Ms. Hairston received a payout under the Growth Incentive Plan. See the “Annual Incentive Compensation” section of the CD&A for further information regarding the Growth Incentive Plan. |

  170. 2023 Grants of Plan-Based Awards Table

    | (6) Consists of RSU awards under the 2022 Stock Incentive Plan, which are scheduled to vest on the third anniversary of the grant date. During the restriction period, the named executive officers are entitled to dividends which will be accrued and settled in cash upon vesting. |

  171. 2023 Grants of Plan-Based Awards Table

    | PULTEGROUP, INC. | 2024 PROXY STATEMENT | 45 |

  172. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    2023 Outstanding Equity Awards at Fiscal Year-End Table The following table provides information regarding unvested share awards held by each of the named executive officers at December 31, 2023. As of December 31, 2023, none of our named executive officers held any outstanding option awards.

  173. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | | Stock Awards | | | | | Name | 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) | | RYAN R. MARSHALL | 239,178(3) | $24,687,954 | 189,854 | $19,596,730 | | ROBERT T. O’SHAUGHNESSY | 78,090(4) | $8,060,450 | 51,533 | $5,319,236 | | MATTHEW KOART | 14,645(5) | $1,511,657 | 28,636 | $2,955,808 | | TODD N. SHELDON | 35,277(6) | $3,641,292 | 24,411 | $2,519,703 | | KEVIN A. HENRY | 4,811(7) | $496,592 | 9,398 | $970,062 | | JOHN J. CHADWICK | 32,291(8) | $3,333,078 | 9,946 | $1,026,626 | | MICHELLE H. HAIRSTON | — | $— | 1,697 | $175,164 |

  174. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (1) Reflects the value using the closing share price at the 2023 fiscal year end of $103.22. |

  175. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (2) Includes stock-settled performance-based awards granted under the 2022-2024 LTI Program and PSUs granted under the 2023-2025 LTI Program that will vest on December 31, 2024 and December 31, 2025, respectively, following the completion of the three-year performance periods. These awards will be settled based on (i) the Company’s TSR performance relative to the TSR of the Performance Peer Group, (ii) the Company’s ROIC performance, as defined, and (iii) the Company’s operating margin performance, as defined, with each goal weighted equally. In accordance with SEC executive compensation disclosure rules, these awards are being reported based on achieving the maximum performance goals with respect to both performance periods. For the 2022-2024 performance period, the named executive officers had outstanding share-settled performance-based awards at maximum in the following amounts: Mr. Marshall—$7,000,000; Mr. O’Shaughnessy—$1,900,000; Mr. Sheldon—$900,000; Mr. Chadwick—$762,044; and Ms. Hairston—$148,176. For the 2023-2025 performance period, the named executive officers had outstanding PSU awards at maximum in the following share amounts: Mr. Marshall—122,038; Mr. O’Shaughnessy—33,126; Mr. Koart—28,636; Mr. Sheldon—15,692; Mr. Henry—9,398; Mr. Chadwick—2,561; and Ms. Hairston—261. Under the Company’s Retirement Policy, Mr. Chadwick receives retirement vesting treatment with respect to his outstanding equity and long-term incentive awards. In connection with her separation from the Company in February 2023, Ms. Hairston receives pro-rated vesting of her outstanding performance-based awards in accordance with the terms of the underlying award agreements. |

  176. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (3) This amount includes 75,889 RSUs that vested on February 3, 2024, 36,403 RSUs that are scheduled to vest on February 1, 2025, 65,026 RSUs that are scheduled to vest on February 2, 2025, 841 RSUs that are scheduled to vest on January 31, 2026, and 61,019 RSUs that are scheduled to vest on February 1, 2026. |

  177. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (4) This amount includes 20,599 RSUs that vested on February 3, 2024, 22,752 RSUs that are scheduled to vest on February 1, 2025, 17,650 RSUs that are scheduled to vest on February 2, 2025, 526 RSUs that are scheduled to vest on January 31, 2026, and 16,563 RSUs that are scheduled to vest on February 1, 2026. |

  178. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (5) This amount includes 327 RSUs that are scheduled to vest on January 31, 2026 and 14,318 RSUs that are scheduled to vest on May 18, 2026. |

  179. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (6) This amount includes 9,758 RSUs that vested on February 3, 2024, 9,101 RSUs that are scheduled to vest on February 1, 2025, 8,361 RSUs that are scheduled to vest on February 2, 2025, 211 RSUs that are scheduled to vest on January 31, 2026, and 7,846 RSUs that are scheduled to vest on February 1, 2026. |

  180. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (7) This amount includes 112 RSUs that are scheduled to vest on January 31, 2026 and 4,699 RSUs that are scheduled to vest on June 20, 2026. |

  181. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (8) This amount includes 19,651 RSUs that are scheduled to vest on February 1, 2025 and 12,640 RSUs that are scheduled to vest on February 1, 2026. Pursuant to the terms of the Company’s Retirement Policy, 50% of the then-outstanding RSU awards held by Mr. Chadwick vested in connection with his retirement in April 2023 and the remaining portions remained outstanding and will continue to vest in accordance with the original vesting schedules. |

  182. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | 46 | PULTEGROUP, INC. | 2024 PROXY STATEMENT |

  183. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table The following table provides information regarding the vesting of share awards for each of the named executive officers during 2023. During 2023, none of our named executive officers held any outstanding option awards.

  184. 2023 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) | | RYAN R. MARSHALL | — | — | 135,182 | $10,974,008 | | ROBERT T. O’SHAUGHNESSY | — | — | 39,180 | $3,125,463 | | MATTHEW KOART | — | — | — | $— | | TODD N. SHELDON | — | — | 17,701 | $1,429,828 | | KEVIN A. HENRY | — | — | — | $— | | JOHN J. CHADWICK | — | — | 58,802 | $3,947,058 | | MICHELLE H. HAIRSTON | — | — | 6,940 | $530,088 |

  185. 2023 Option Exercises and Stock Vested Table

    | (1) Included in this column are RSUs that vested on February 5, 2023 and, in the case of Mr. Chadwick, on April 21, 2023, with the value determined based on the number of RSUs vesting multiplied by the average market value of the Company’s stock on the applicable vesting date. Also included in this column is the value of the performance-based awards that vested under the 2021-2023 LTI Program based on performance and service through December 31, 2023, with the value determined based on the average market value of the Company’s stock on December 31, 2023. |

  186. 2023 Non-Qualified Deferred Compensation Table

    2023 Non-Qualified Deferred Compensation Table The following table provides information regarding the Company’s Non-Qualified Deferral Program.

  187. 2023 Non-Qualified Deferred Compensation Table

    | Name | Executive Contributions in Last FY | Registrant Contributions in Last FY | Aggregate Earnings in Last FY | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE | | RYAN R. MARSHALL | — | — | $— | $— | $— | | ROBERT T. O’SHAUGHNESSY | — | — | — | — | — | | MATTHEW KOART | — | — | 9,091 | 29,123 | 172,912 | | TODD N. SHELDON | — | — | — | — | — | | KEVIN A. HENRY | — | — | — | — | — | | JOHN J. CHADWICK | — | — | — | — | — | | MICHELLE H. HAIRSTON | — | — | — | — | — |

  188. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The Committee has adopted an Executive Severance Policy, which provides for the payment of certain benefits to named executive officers and other eligible executives and key employees of the Company upon a qualifying termination of employment. Under the terms of the policy, a qualifying termination of employment is generally defined as a termination of employment other than due to cause, death, disability, resignation other than for constructive termination or as a result of a sale, spin-off, other divestiture, merger or other business combination where the executive obtains or is offered comparable employment with the resulting entity. In the event of a qualifying termination of employment, the Executive Severance Policy provides for the following severance benefits, subject to the executive’s timely execution of a release and restrictive covenant agreement:

  189. Potential Payments Upon Termination or Change in Control

    | | Severance Pay. For named executive officers employed by the Company for five or more years as of the termination date, a severance payment equal to 1/12 of the executive’s base salary in effect as of the termination date, multiplied by 24. For named executive officers employed by the Company for less than five years as of the termination date, a severance payment equal to 1/12 of the executive’s base salary in effect as of the termination date, multiplied by 18. As of December 31, 2023, Messrs. Marshall, O’Shaughnessy and Sheldon were each eligible to receive a multiple equal to 24 and Messrs. Koart and Henry were each eligible to receive a multiple equal to 18. |

  190. Potential Payments Upon Termination or Change in Control

    | | Bonus. The executive will receive a prorated bonus under the Annual Incentive Program for the year in which the termination occurs, calculated based on actual performance during the year. |

  191. Potential Payments Upon Termination or Change in Control

    | | Long-Term Incentive Plan Awards. The executive will be entitled to a prorated portion of any outstanding long-term incentive plan awards at the end of the applicable performance period, based on actual performance during the period. |

  192. Potential Payments Upon Termination or Change in Control

    | | Continued Benefits Coverage. Provided that the executive properly elects continued health care coverage under applicable law, a payment equal to the difference between active employee premiums and continuation coverage premiums for up to 18 months of coverage. |

  193. Potential Payments Upon Termination or Change in Control

    In addition, the Committee has adopted a Retirement Policy which clarifies the definition of retirement for purposes of determining the treatment of equity and long-term incentive awards following a qualifying retirement. Under the policy, a qualifying retirement will occur upon a separation from the Company (i) on or after attaining age 60 and completing five consecutive years of service or (ii) on or after attaining age 55 and completing ten consecutive years of service; in both cases, provided that the employee gives at least six months’ notice to the Company. In the event of a qualifying retirement, the Retirement Policy provides for outstanding equity and long-term incentive awards to be treated as follows, subject to the employee’s timely execution of a release and restrictive covenant agreement:

  194. Potential Payments Upon Termination or Change in Control

    | | Time-Based RSUs. For any outstanding time-based RSU awards granted before 2024, fifty percent (50%) of the common shares subject to the award that were not vested immediately prior to the employee’s qualifying retirement will vest upon such retirement date. The remaining common shares subject to the award will continue to vest in accordance with the original vesting schedule set forth in the underlying agreement. |

  195. Potential Payments Upon Termination or Change in Control

    | | Stock Options. Any outstanding stock options will be exercisable only to the extent that the options are exercisable as of such retirement date or become exercisable pursuant to the terms of the underlying agreement. |

  196. Potential Payments Upon Termination or Change in Control

    | | Performance-Based Awards. The employee will be entitled to a prorated portion of any outstanding performance-based awards granted prior to 2024 under the long-term incentive plan at the end of the applicable performance period, based on actual performance during the period. However, beginning with performance-based awards granted in 2024, the employee will not receive a proration for any performance-based award granted in the year in which the employee retires. |

  197. Potential Payments Upon Termination or Change in Control

    Additionally, upon a qualifying retirement, the employee is eligible for the employee’s annual bonus, based on actual performance of the Company and prorated based on the number of days employee was employed in the year in which retirement occurs. Under the terms of the Growth Incentive Pool, employees must remain employed through the payment date to be eligible to receive a Growth Incentive Pool payment for the year. As of December 31, 2023, Mr. O’Shaughnessy was our only continuing named executive officer who satisfied the age and service requirements under the Retirement Policy. If Mr. O’Shaughnessy had experienced a qualifying retirement on December 31, 2023, he would have been eligible to continue vesting in RSU awards with respect to 77,564 shares (valued at $8,055,659, based on our December 29, 2023 share price, with 50% of those shares vesting immediately upon such retirement) and pro-rated vesting of his outstanding performance-based awards based on actual performance during the performance period (valued at $2,127,167, based on our December 29, 2023 share price and maximum performance, as measured in accordance with the 2023 Outstanding Equity Awards Table). Because Mr. Chadwick provided advance notice of his retirement, Mr. Chadwick’s retirement in April 2023 constituted a qualifying retirement for purposes of the Retirement Policy. Accordingly, he was eligible to continue vesting in RSU awards with respect to 64,582 shares, with 50% of those shares vesting immediately upon such retirement ($2,271,349) and pro-rated vesting of his outstanding performance-based awards based on actual performance during the performance period (valued at $1,026,626, based on our December 29, 2023 share price and maximum performance, as measured in accordance with the 2023 Outstanding Equity Awards Table).

  198. Potential Payments Upon Termination or Change in Control

    | 48 | PULTEGROUP, INC. | 2024 PROXY STATEMENT |

  199. Potential Payments Upon Termination or Change in Control

    Our Stock Incentive Plans and LTI Programs provide for the payment of awards following a change in control and certain terminations of employment. In general, our Stock Incentive Plans and LTI Programs define a change in control as follows:

  200. Potential Payments Upon Termination or Change in Control

    | | The acquisition by any individual, entity or group of the beneficial ownership of 40% or more of the then outstanding common shares of the Company or the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors; |

  201. Potential Payments Upon Termination or Change in Control

    | | Individuals who constitute the Board as of the date of the applicable Stock Incentive Plan or future directors approved by such Board cease for any reason to constitute at least a majority of such Board; |

  202. Potential Payments Upon Termination or Change in Control

    | | Subject to certain exceptions contained in the Stock Incentive Plans, the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company; or |

  203. Potential Payments Upon Termination or Change in Control

    | | The consummation of a plan of complete liquidation or dissolution of the Company. |

  204. Potential Payments Upon Termination or Change in Control

    In connection with her separation from the Company in February 2023, Ms. Hairston was eligible for the following separation benefits under the Executive Severance Policy based on a qualifying termination of employment without cause, subject to her timely execution of a release and restrictive covenant agreement: (i) a severance payment equal to 1/12 of her base salary, multiplied by 24 ($1,050,000); (ii) a prorated bonus under the Annual Incentive Program for 2023, based on actual performance and payable at the time 2023 bonuses are paid to other named executive officers ($117,945); (iii) a prorated portion of Ms. Hairston’s outstanding long-term incentive plan awards will vest at the end of the applicable performance period, based on actual performance during the period (valued at $175,164 based on our December 29, 2023 share price and projected performance, as measured in accordance with the 2023 Outstanding Equity Awards Table); and (iv) a payment equal to the difference between active employee premiums and continuation coverage premiums for up to 18 months of health care coverage ($36,476). The tables below reflect the amount of compensation to be received by each of the named executive officers in the event of a change in control and certain terminations of each executive’s employment. The amounts shown assume that such change in control or termination was effective as of December 31, 2023, and thus include amounts earned through such time and are estimates of the amounts which would be received by the executives upon a change in control or their termination. The calculations in the tables below are based on our closing share price on December 29, 2023 of $103.22 per share. The actual amounts to be received by the executives can only be determined at the time of such change in control or separation from the Company.

  205. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following disclosure about the relationship of the median of the annual total compensation of our employees to the annual total compensation of Mr. Marshall, our President and Chief Executive Officer. Ratio For 2023,

  206. Pay Ratio Disclosure

    | | The median of the annual total compensation of all of our employees, other than Mr. Marshall, was $103,517. |

  207. Pay Ratio Disclosure

    | | Mr. Marshall’s annual total compensation, as reported in the Total column of the 2023 Summary Compensation Table, was $12,530,908. |

  208. Pay Ratio Disclosure

    | | Based on this information, the ratio of the annual total compensation of Mr. Marshall to the median of the annual total compensation of all employees was estimated to be 121 to 1. |

  209. Pay Ratio Disclosure

    Identification of Median Employee We selected December 31, 2023 as the date on which to determine our median employee. As of that date, we had approximately 6,497 employees. For purposes of identifying the median employee, we considered the W-2 wages of all employees in the Company’s full-time employee population. In addition, we measured compensation for purposes of determining the median employee using the 12-month period ended December 31, 2023. In determining the annual total compensation of the median employee, we calculated such employee’s compensation in accordance with Item 402(c)(2)(x) of Regulation S-K as required pursuant to SEC executive compensation disclosure rules. 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.

  210. Pay Ratio Disclosure

    | 52 | PULTEGROUP, INC. | 2024 PROXY STATEMENT |

  211. Pay Ratio Disclosure

    The following table sets forth information regarding the Company’s performance and the “compensation actually paid” to our named executive officers, as calculated in accordance with SEC disclosure rules:

  212. Pay Ratio Disclosure

    | Pay Versus Performance | | | | | | | | | | Year(1) | Summary Compensation Table Total For PEO ($)(2) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total For Non-PEO Named Executive Officers ($)(2) | Average Compensation Actually Paid To Non-PEO Named Executive Officers ($)(3) | Value Of Initial Fixed $100 Investment Based On: (4) | | Net Income ($000s) | Adjusted Pre-Tax Income ($)(6) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(5) | | | | 2023 | 12,530,908 | 39,665,057 | 2,876,471 | 5,515,664 | 279.00 | 238.00 | 2,602,372 | 3,675,219 | | 2022 | 14,484,024 | 10,931,300 | 4,404,050 | 3,902,172 | 121.98 | 140.90 | 2,617,317 | 3,638,086 | | 2021 | 16,149,555 | 20,598,773 | 5,000,888 | 5,794,393 | 151.00 | 190.20 | 1,946,320 | 2,768,070 | | 2020 | 13,157,584 | 16,176,749 | 3,572,954 | 3,678,362 | 112.65 | 126.99 | 1,406,839 | 1,909,230 |

  213. Pay Ratio Disclosure

    | (1) Mr. Marshall has served as the Principal Executive Officer (“PEO”) for the entirety of 2022, 2021 and 2020 and our other named executive officers for the applicable years were as follows: |

  214. Pay Ratio Disclosure

    | • | 2023: Robert T. O’Shaughnessy; Matthew Koart; Todd N. Sheldon; Kevin A. Henry; John J. Chadwick; and Michelle H. Hairston. |

  215. Pay Ratio Disclosure

    | • | 2022: Robert T. O’Shaughnessy; John J. Chadwick; Todd N. Sheldon; and Michelle H. Hairston. |

  216. Pay Ratio Disclosure

    | • | 2021: Robert T. O’Shaughnessy; John J. Chadwick; Todd N. Sheldon; and Michelle H. Hairston. |

  217. Pay Ratio Disclosure

    | • | 2020: Robert T. O’Shaughnessy; John J. Chadwick; Todd N. Sheldon; Michelle H. Hairston; and Stephen P. Schlageter. |

  218. Pay Ratio Disclosure

    | (2) Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Marshall and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for our other named executive officers reported for the applicable year other than the PEO for such years. |

  219. Pay Ratio Disclosure

    | (3) To calculate “compensation actually paid,” adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. Marshall and for the average of the other named executive officers is set forth following the footnotes to this table. |

  220. Pay Ratio Disclosure

    | (4) Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2019 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance. |

  221. Pay Ratio Disclosure

    | (5) The TSR Peer Group consists of the Dow Jones U.S. Select Home Construction Index, an independently prepared index that includes companies in the home construction industry. |

  222. Pay Ratio Disclosure

    | (6) As noted in the CD&A, for 2023, the Compensation Committee determined that adjusted pre-tax income continues to be viewed as a core driver of the Company’s performance and stockholder value creation and, accordingly, was utilized as a component in the Company’s Annual Program and Growth Incentive Pool. Adjusted pre-tax Income represents Income Before Income Taxes as reported in the Company’s Annual Report, as adjusted to exclude the impact of certain items, including, where applicable: certain incentive compensation, Company-wide restructuring costs as offset by savings associated with those restructuring efforts, changes in U.S. GAAP, gain or loss on debt retirements, and adjustments to Pulte Financial Services reserves related to mortgage origination and other legacy mortgage exposures prior to 2012. |

  223. Pay Ratio Disclosure

    | PULTEGROUP, INC. | 2024 PROXY STATEMENT | 53 |

  224. Pay Ratio Disclosure

    Reconciliation of Compensation Actually Paid Adjustments

  225. Pay Ratio Disclosure

    | Year | Summary Compensation Table Total ($)(a) | (Minus) Grant Date Fair Value of Stock Awards Granted in Fiscal Year ($)(b) | Plus Fair Value At Fiscal Year-End of Outstanding And Unvested Stock Awards Granted in Fiscal Year ($)€ | Plus/(Minus) Change in Fair Value of Outstanding And Unvested Stock Awards Granted in Prior Fiscal Years ($)(d) | Plus Fair Value At Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year ($)(e) | Plus/(Minus) Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($)(f) | (Minus) Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year ($)(g) | Equals Compensation Actually Paid ($) | | Ryan R. Marshall | | | | | | | | | | 2023 | 12,530,908 | (7,406,576) | 18,236,896 | 13,634,578 | — | 2,669,251 | — | 39,665,057 | | 2022 | 14,484,024 | (8,605,099) | 6,699,396 | (1,056,262) | — | (590,759) | — | 10,931,300 | | 2021 | 16,149,555 | (7,000,001) | 8,978,946 | 2,330,059 | — | 140,214 | — | 20,598,773 | | 2020 | 13,157,584 | (6,000,038) | 7,035,981 | 1,069,563 | — | 913,659 | — | 16,176,749 | | Other Named Executive Officers (Average)(h) | | | | | | | | | | 2023 | 2,876,471 | (1,283,034) | 2,436,639 | 1,120,634 | — | 364,954 | — | 5,515,664 | | 2022 | 4,404,050 | (1,864,740) | 1,679,345 | (189,553) | — | (126,930) | — | 3,902,172 | | 2021 | 5,000,888 | (1,162,523) | 1,491,175 | 440,962 | — | 23,891 | — | 5,794,393 | | 2020 | 3,572,954 | (995,030) | 1,046,661 | (34,562) | — | 88,339 | — | 3,678,362 |

  226. Pay Ratio Disclosure

    | (a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other named executive officers, amounts shown represent averages. |

  227. Pay Ratio Disclosure

    | (b) Represents the grant date fair value of the stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  228. Pay Ratio Disclosure

    | (c) Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |

  229. Pay Ratio Disclosure

    | (d) Represents the change in fair value during the indicated fiscal year of each stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |

  230. Pay Ratio Disclosure

    | (e) Represents the fair value at vesting of the stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  231. Pay Ratio Disclosure

    | (f) Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  232. Pay Ratio Disclosure

    | (g) Represents the fair value as of the last day of the prior fiscal year of the stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  233. Pay Ratio Disclosure

    | (h) See footnote 1 above for the named executive officers included in the average for each year. |

  234. Pay Ratio Disclosure

    | 54 | PULTEGROUP, INC. | 2024 PROXY STATEMENT |

  235. Pay Ratio Disclosure

    Relationship Between Pay and Performance We believe the “compensation actually paid” in each of the years reported above and over the four-year cumulative period are reflective of the Committee’s emphasis on “pay for performance” as the “compensation actually paid” fluctuated year-over-year, primarily due to the result of our stock performance and our varying levels of achievement against pre-established performance goals under our Annual Program and our LTI Program, including our adjusted pre-tax income performance. The following graphics reflect the relationship between the compensation actually paid to our NEOs and our TSR, net income and adjusted pre-tax income (“APTI”), respectively, as well as our TSR versus the TSR of the TSR Peer Group.

  236. Pay Ratio Disclosure

    | PULTEGROUP, INC. | 2024 PROXY STATEMENT | 55 |

  237. Pay Ratio Disclosure

    Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs The following is a list of financial performance measures, which in the Company’s assessment represent the most important financial performance measures used by the Company to link compensation actually paid to the named executive officers for 2023. Please see the “CD&A” for a further description of the metrics used in the Company’s executive compensation program.

  238. Pay Ratio Disclosure

    | • | Adjusted Pre-Tax Income |

  239. Pay Ratio Disclosure

    | • | Operating Margin |

  240. Pay Ratio Disclosure

    | • | Relative Total Shareholder Return |

  241. Pay Ratio Disclosure

    | • | Return on Invested Capital |

  242. Pay Ratio Disclosure

    | 56 | PULTEGROUP, INC. | 2024 PROXY STATEMENT |

  243. Pay Ratio Disclosure

    EQUITY COMPENSATION PLAN INFORMATION The following table provides information as of December 31, 2023 with respect to our common shares that may be issued under our existing equity compensation plans:

  244. Pay Ratio Disclosure

    | Plan Category | Number of Common Shares to be Issued Upon Exercise of Outstanding Options (a) | Weighted-Average Exercise Price of Outstanding Options (b) | Number of Common Shares Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Common Shares Reflected in Column (a)) (c) | | Equity compensation plans approved by shareholders | 0 | $0 | 10,624,849 | | Equity compensation plans not approved by shareholders | — | — | — | | Total | 0 | $0 | 10,624,849 |

  245. Pay Ratio Disclosure

    Information regarding the material features of the equity compensation plans under which equity securities are authorized for issuance as of December 31, 2023 is included in Note 7 to the Company’s consolidated financial statements included in the Annual Report.

  246. Pay Ratio Disclosure

    | PULTEGROUP, INC. | 2024 PROXY STATEMENT | 57 |

  247. Pay Ratio Disclosure

    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS We or one of our subsidiaries may occasionally enter into transactions with a “related party.” Related parties include our executive officers, directors, nominees for director, 5% or more beneficial owners of our common shares, and immediate family members of these persons. We refer to transactions involving amounts in excess of $120,000 and in which the related party has a direct or indirect material interest as an “interested transaction.” The Nominating and Governance Committee of the Board conducts a reasonable prior review and oversight of transactions pursuant to our written Related Party Transaction Policies. Each interested transaction must be approved or ratified by the Nominating and Governance Committee of the Board in accordance with our written Related Party Transaction Policies and Procedures. The Nominating and Governance Committee will consider, among other factors it deems appropriate, whether the interested transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances as well as the extent of the related party’s interest in the transaction. As previously disclosed, Matthew Koart, the Company’s Executive Vice President and Chief Operating Officer, had operated a real estate business for the 12 years prior to his appointment on May 18, 2023, and he had transactions in process that remained for a period following the start of his employment at the Company. At the time of his appointment, he had minority ownership interests in two development properties (the “Development Properties”) in the Greater Bay area of California through a subsidiary and had a minority ownership interest in an entity that sold a 58-lot subdivision asset to the Company in 2022. Under the terms of an escrow arrangement entered into in connection with that transaction, Mr. Koart was entitled to a payment from the escrow of approximately $179,000 if certain conditions were met. As previously disclosed, the Board reviewed Mr. Koart’s ownership interests in these and other assets and determined that it would be able to implement appropriate safeguards to adequately mitigate any actual or perceived conflicts of interests. The Board also determined that the contemplated safeguards would not adversely impact Mr. Koart’s ability to perform his duties as Chief Operating Officer and would not otherwise adversely affect the Company. In connection with his appointment as Chief Operating Officer, the Board determined to grant a limited waiver to its Code of Ethical Business Conduct to provide Mr. Koart a limited time to wind down or dispose of his interests in the two development properties and approved the potential related party transaction that could result from a payment to Mr. Koart under the escrow arrangement described above. On December 29, 2023, the escrow payment was made to an entity in which Mr. Koart has a minority ownership and through which Mr. Koart received a payout of approximately $175,000. As of March 15, 2024, one of the Development Properties has been sold and a portion of the other is under contract. Quinten Payne, the son-in-law of Thomas J. Folliard, our non-Executive Chairman of the Board, is employed by the Company as a manager of our asset management committee working out of the Company’s Central Florida Division. In fiscal year 2023, the aggregate compensation paid to Mr. Payne, including base salary, bonus and equity compensation, was less than $150,000. Mr. Payne’s aggregate compensation is similar to the aggregate compensation of other employees holding similar positions. Since January 1, 2023, there have been no other interested transactions or proposed interested transactions. Our Related Party Transaction Policies and Procedures provide that the Nominating and Governance Committee has determined that the following types of transactions are pre-approved or ratified, as applicable, by the Nominating and Governance Committee, even if such transactions involve amounts in excess of $120,000:

  248. Pay Ratio Disclosure

    | | employment by the Company of an executive officer of the Company if: (i) the related compensation is required to be reported in our proxy statement or (ii) the compensation would have been reported in our proxy statement if the executive officer was a named executive officer and the executive officer is not an immediate family member of another executive officer or director of the Company; |

  249. Pay Ratio Disclosure

    | | compensation paid to a director if the compensation is required to be reported in our proxy statement; |

  250. Pay Ratio Disclosure

    | | any transaction with another company at which a related party’s only relationship is as an employee (other than an executive officer), director or beneficial owner of less than 10% of that company’s shares, if the aggregate amount involved does not exceed the greater of $1 million or 2% of that company’s total annual revenues; |

  251. Pay Ratio Disclosure

    | | any charitable contribution grant or endowment by the Company to a charitable organization, foundation or university at which a related party’s only relationship is as an employee (other than an executive officer) or a director, if the aggregate amount involved does not exceed the lesser of $1 million or 2% of the charitable organization’s total annual receipts; |

  252. Pay Ratio Disclosure

    | | any transaction where the related party’s interest arises solely from the ownership of the Company’s common shares and all holders of the Company’s common shares received the same benefit on a pro rata basis; and |

  253. Pay Ratio Disclosure

    | | any transaction involving a related party where the rates or charges involved are determined by competitive bids. |

  254. Pay Ratio Disclosure

    | 58 | PULTEGROUP, INC. | 2024 PROXY STATEMENT |

  255. Pay Ratio Disclosure

    REPORT OF THE AUDIT COMMITTEE The Audit Committee is comprised of five directors, all of whom meet the independence standards contained in the applicable NYSE and SEC rules, and operates under a written charter adopted by the Audit Committee. The Audit Committee selects, subject to shareholder ratification, the Company’s independent public accountants. PulteGroup management is responsible for the Company’s internal controls and financial reporting process. The Company’s independent public accountants, Ernst & Young LLP, are responsible for performing an independent audit of the Company’s consolidated financial statements and issuing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States, as well as an independent audit of the Company’s internal control over financial reporting and issuing an opinion on the effectiveness of internal control over financial reporting. The Audit Committee monitors the Company’s financial reporting process and reports to the Board of Directors on its findings. During the last year, the Audit Committee met and held discussions with management and Ernst & Young LLP. The Audit Committee reviewed and discussed with PulteGroup management and Ernst & Young LLP the audited financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The Audit Committee also discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. The Audit Committee has received from Ernst & Young LLP the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young LLP’s communications with the Audit Committee concerning independence. The Audit Committee also discussed and confirmed with Ernst & Young LLP such firm’s independence. The Audit Committee also considered whether the provision of other non-audit services by Ernst & Young LLP to the Company is compatible with maintaining the independence of Ernst & Young LLP, and the Audit Committee concluded that the independence of Ernst & Young LLP is not compromised by the provision of such services. Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

  256. Pay Ratio Disclosure

    | Members of the Audit Committee André J. Hawaux, Chair Brian P. Anderson Bryce Blair J. Phillip Holloman John R. Peshkin |

  257. Pay Ratio Disclosure

    | PULTEGROUP, INC. | 2024 PROXY STATEMENT | 59 |

  258. Pay Ratio Disclosure

    OTHER AUDIT MATTERS