DEF 14A of Lennar Corp /New/
Filed Feb 28, 2025 · FY20240001193125-25-040938
Directors
Directors The following table introduces our Board of Directors (“Board” or “Board of Directors”).
Directors
| | | | | Current Committee Memberships | | | | | Director Nominee | Independent | Director Since | Audit | Compensation | Nominating & Corporate Governance | Executive | Independent Directors Transactions | | Amy Banse | | 2021 | | | | | | | Theron (Tig) Gilliam | | 2010 | | | | | | | Sherrill W. Hudson | | 2008 | | | | | | | Jonathan M. Jaffe | | 2018 (1) | | | | | | | Sidney Lapidus(2) | | 1997 | | | | | | | Teri P. McClure | | 2013 | | | | | | | Stuart Miller(3) | | 1990 | | | | | | | Armando Olivera(4) | | 2015 | | | | | | | Dacona Smith | | 2023 | | | | | | | Jeffrey Sonnenfeld | | 2005 | | | | | | | Serena Wolfe | | 2023 | | | | | | | Meetings in fiscal 2024 | | | 11 | 4 | 4 | 0 | 0 |
Directors
Chair
Directors
| * Audit committee financial expert |
Directors
| (1) Mr. Jaffe also was a director from 1997-2004. |
Directors
| (2) On January 13, 2025, Mr. Lapidus notified the Board of his decision not to stand for re-election to the Board. Mr. Lapidus’ current term on the Board will expire at the conclusion of the Annual Meeting. In connection with Mr. Lapidus’ decision, our Board has determined to reduce the size of the Board from eleven members to ten members, effective as of the expiration of Mr. Lapidus’ term. |
Directors
| (3) Executive Chair since 2018. |
Directors
| (4) Mr. Olivera replaced Mr. Lapidus as Lead Director, effective as of the conclusion of our 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) on April 10, 2024. |
Directors
Experience and Expertise The following chart reflects the experience and expertise of our 10 director nominees. Amy Banse Tig Gilliam Sherrill W. Hudson Jonathan M. Jaffe Teri P. McClure Stuart Miller Armando Olivera Dacona Smith Jeffrey Sonnenfeld Serena Wolfe Leadership and Business Management Other Board Membership Real Estate or Housing Financial, Accounting and/or Investment Corporate Governance and Compliance Supply Chain Management Human Capital Strategic Risk Management Environmental Technological Innovation Cybersecurity
Compensation Highlights
| • | With respect to annual cash incentive compensation, a Pretax Income (as defined in the “Compensation Discussion and Analysis—2024 Compensation Decisions—Annual Cash Incentive Compensation” section of this proxy statement) profit-sharing percentage of 0.20% for Mr. Miller and 0.15% for Mr. Jaffe, which incentivizes growth in Pretax Income to strengthen the link between short-term incentive payouts and the Company’s performance. |
Compensation Highlights
| • | An equity pay mix of 70% performance-based and 30% time-based awards for each of Messrs. Miller and Jaffe to ensure alignment with long-term value creation for our stockholders. |
Compensation Highlights
| • | Performance share awards target payouts for Messrs. Miller and Jaffe in the 65th percentile to require greater outperformance to earn target payouts relative to our peers, which further strengthens the alignment between executive compensation and the Company’s performance. |
Compensation Highlights
| • | Performance share award threshold payouts for Messrs. Miller and Jaffe at 30% of target, which maintains a reduced level of compensation for underperformance and strengthens the alignment between executive compensation and Company’s performance. |
Compensation Highlights
| Name | Salary ($) | Stock Awards ($) | Annual Cash Incentive Awards ($) | Total ($) | | Stuart Miller | 1,000,000 | 26,699,567 | 1,828,992 | 29,528,559 | | Executive Chairman and Co-Chief Executive Officer | | | | | | Jonathan M. Jaffe | 800,000 | 23,374,974 | 872,946 | 25,047,920 | | Co-Chief Executive Officer and President | | | | | | Diane Bessette | 750,000 | 3,267,906 | 3,000,000 | 7,017,906 | | Vice President and Chief Financial Officer | | | | | | Mark Sustana | 500,000 | 1,550,259 | 1,400,000 | 3,450,259 | | Vice President, General Counsel and Secretary | | | | | | David Collins | 325,000 | 950,471 | 950,000 | 2,225,471 | | Vice President and Controller | | | | | | Jeff McCall | 750,000 | 1,760,389 | 0 | 2,510,389 | | Former Executive Vice President | | | | |
Nominees for Election
Nominees for Election
Nominees for Election
| | | | | | Amy Banse Age: 65 Director Since: 2021 Independent | Committees • Compensation • Nominating and Corporate Governance Other Boards • Adobe, Inc. • On Holding AG • previously, The Clorox Company |
Professional Experience
Professional Experience Ms. Banse is a Venture Partner with Mosaic, an early-stage venture capital fund. Ms. Banse previously served as Executive Vice President, Comcast Corporation, a global media and technology company, and as Managing Director and Head of Funds at Comcast Ventures LLC from August 2011 to September 2020. Under her leadership, Comcast Ventures grew the size and diversity of its portfolio, making it one of the country’s most active corporate venture arms, investing in early and later-stage companies across a wide spectrum of industries, including commerce, digital media, cybersecurity, SaaS, enterprise, and autonomous vehicles. From 2005 to 2011, Ms. Banse was Senior Vice President, Comcast Corporation and President, Comcast Interactive Media, a division of Comcast responsible for developing online strategy and operating the company’s digital properties. In this role, she drove the acquisition of a number of digital properties, including Fandango, and, together with her team, oversaw the development of Xfinity TV. During her tenure at Comcast beginning in 1991, Ms. Banse held various positions at the company, including content development, programming investments and overseeing the development and acquisition of Comcast’s cable network portfolio. Earlier in her career, Ms. Banse was an associate at Drinker, Biddle & Reath LLP.
Qualifications
Qualifications The Board nominated Ms. Banse to serve as a director because of her experience with digital media and technology, her strategic and financial expertise, and her executive leadership experience.
Qualifications
| | | | | | Tig Gilliam Age: 60 Director Since: 2010 Independent | Committees • Audit (financial expert) • Compensation • Independent Directors Transactions Other Boards • GMS, Inc. |
Professional Experience
Professional Experience Mr. Gilliam has served as Chief Executive Officer of NES Fircroft (formerly known as NES Global Talent), a global talent solutions company, since November 2014. Mr. Gilliam was previously a Managing Director and Operating Partner of AEA Investors LP, a private equity firm, from November 2013 to November 2014, and the Regional Head of North America and member of the Executive Committee at Addeco Group SA, a human resources, temporary staffing, and recruiting firm, from March 2007 until July 2012. From 2002 until he joined Addeco, Mr. Gilliam was with International Business Machines (“IBM”), serving, among other things, as the Global Supply Chain Management Leader for IBM Global Business Services. Mr. Gilliam was a partner with PricewaterhouseCoopers Consulting until it was acquired by IBM in October 2002. The Board nominated Mr. Gilliam to serve as a director because of his expertise in matters related to supply chain management and human resources.
Professional Experience
| | | | | | Sherrill W. Hudson Age: 82 Director Since: 2008 Independent | Committees • Audit (chair, financial expert) • Compensation Other Boards • American Coastal Insurance Corporation |
Professional Experience
Professional Experience Mr. Hudson served on the Board of TECO Energy, Inc., an energy-related holding company, from January 2003 until July 2016. Previously, Mr. Hudson was Executive Chairman of TECO Energy from August 2010 to December 2012, and Chairman and Chief Executive Officer of TECO Energy from 2004 until August 2010. Prior to joining TECO Energy in July 2004, Mr. Hudson spent 37 years with Deloitte & Touche LLP until he retired in 2002. Mr. Hudson is a member of the Florida Institute of Certified Public Accountants.
Qualifications
Qualifications The Board nominated Mr. Hudson to serve as a director because of his extensive knowledge of accounting and his management experience.
Qualifications
| | | | | | Jonathan M. Jaffe Age: 65 Director Since: 2018 (also a director from 1997 to 2004) Co-Chief Executive Officer Since: November 2020 President Since: September 2023 (also President from 2018 to 2020) | Committees • None Other Boards • previously, Five Point Holdings, LLC • previously, Opendoor Technologies Inc. |
Professional Experience
Professional Experience Mr. Jaffe has served as our Co-Chief Executive Officer and President since September 2023. Prior to that, Mr. Jaffe served as our Co-Chief Executive Officer and Co-President from November 2020 to September 2023. Mr. Jaffe previously served as our President from April 2018 to November 2020. Mr. Jaffe served as our Chief Operating Officer from December 2004 to January 2019, and he continues to have responsibility for the Company’s operations nationally. Previously, Mr. Jaffe served as Vice President of Lennar from 1994 to April 2018, and prior to that, he served as a Regional President in our Homebuilding operations. The Board nominated Mr. Jaffe to serve as a director because he has extensive knowledge of the homebuilding industry and our Company’s operations and strategic plans.
Professional Experience
| | | | | | Teri P. McClure Age: 61 Director Since: 2013 Independent | Committees • Compensation (chair) • Nominating and Corporate Governance Other Boards • Fluor Corporation • GMS Inc. • JetBlue Airways Corporation |
Professional Experience
Professional Experience From 1995 until her retirement in 2019, Ms. McClure worked at United Parcel Service (“UPS”), serving most recently as Chief Human Resources Officer and Senior Vice President, Labor. Ms. McClure has served in various positions at UPS, including Chief Legal, Communications and Compliance Officer, and, prior to that, Senior Vice President of Legal, Compliance and Public Affairs, General Counsel and Corporate Secretary. Before joining UPS, Ms. McClure practiced with the Troutman Sanders law firm in Atlanta.
Qualifications
Qualifications The Board nominated Ms. McClure to serve as a director because of her long tenure as a senior executive of a Fortune 100 company, strong operational capabilities and broad business experience.
Qualifications
| | | | | | Stuart Miller Age: 67 Director Since: 1990 Executive Chairman Since: 2018 Co-Chief Executive Officer | Committees • Executive Other Boards • Five Point Holdings, LLC • previously, Doma Holdings, Inc. |
Professional Experience
Professional Experience Mr. Miller has served as our Executive Chairman since April 2018 and as our Executive Chairman and Co-Chief Executive Officer since September 2023. Previously, Mr. Miller served as our Chief Executive Officer from 1997 to April 2018 and as our President from 1997 to April 2011. Before 1997, Mr. Miller held various executive positions with us. The Board nominated Mr. Miller to serve as a director because he has extensive knowledge of the homebuilding industry, he has been in executive leadership positions at the Company for decades and he is able to define the Company’s strategy and future priorities.
Professional Experience
| | | | | | Armando Olivera Age: 75 Director Since: 2015 Independent | Committees • Audit (financial expert) • Nominating and Corporate Governance • Executive Other Boards • Consolidated Edison, Inc. • Fluor Corporation |
Professional Experience
Professional Experience Mr. Olivera is the retired President and Chief Executive Officer of Florida Power & Light Company (“FPL”), one of the largest investor- owned electric utilities in the United States. Mr. Olivera also served as Chairman of the Boards of two non-profits: Florida Reliability Coordinating Council, which focuses on the reliability and adequacy of bulk electricity in Florida, and Southeastern Electric Exchange, which focuses on coordinating storm restoration services and enhancing operational and technical resources. After his retirement from FPL in May 2012, Mr. Olivera served as senior advisor at Britton Hill Partners, a private equity firm. From 2017 until 2021, Mr. Olivera was a venture partner in the sustainability practice of Ridge-Lane LP, a venture development firm. Mr. Olivera is a Director of Consolidated Edison, Inc. where he serves as the Chair of the Safety Environmental Operations and Sustainability Committee and a member of the Audit, Finance and Executive Committees. Mr. Olivera also serves as a Director of Fluor Corporation where he is the Chair of the Commercial Strategies and Operational Risk Committee and a member of the Executive and Governance Committees, and where he previously served on the Audit Committee. Mr. Olivera served as a Director of AGL Resources Inc. from December 2011 until July 2016. Mr. Olivera was a Trustee and Vice Chair of Miami Dade College until 2018. Mr. Olivera is Trustee Emeritus of Cornell University, Co-Chair of Cornell Engineering College Fund Raising Campaign, and member of the Cornell University Fund Raising Campaign, as well as a member of the Advisory Council at the Cornell Atkinson Center for Sustainability.
Qualifications
Qualifications The Board nominated Mr. Olivera to serve as a director because of his leadership, engineering, and operations experience. Mr. Olivera’s experience from his leadership positions at FPL, and his service on other boards, supports the Board in its oversight of the Company’s management, financial, operations, and strategic planning activities.
Qualifications
| | | | | | Dacona Smith Age: 52 Director Since: 2023 Independent | Committees • Compensation |
Professional Experience
Professional Experience Mr. Smith retired from Walmart Inc. (“Walmart”) in 2023 after a career there spanning over 30 years. Mr. Smith began as an hourly associate at a Walmart store and eventually held several executive positions, including roles in store management, regional management, and corporate operations. Most recently, he served as Executive Vice President and Chief Operations Officer, Walmart U.S. Stores. The Board nominated Mr. Smith to serve as a director because of his expertise in matters relating to the retail industry, as well as his strong operational capabilities and executive leadership experience.
Professional Experience
| | | | | | Jeffrey Sonnenfeld Age: 70 Director Since: 2005 Independent | Committees • Audit • Nominating and Corporate Governance (chair) Other Boards • IEX Group Investors Exchange • Atlas Merchant Capital |
Professional Experience
Professional Experience Mr. Sonnenfeld has served as the Senior Associate Dean for Executive Programs and the Lester Crown Professor-in-the-Practice of Management at the Yale School of Management since 2001. In 1989, Mr. Sonnenfeld founded the Chief Executive Leadership Institute of Yale University, the world’s first “CEO College,” and he has served as its President since that time. Previously, Mr. Sonnenfeld spent ten years as a professor at the Harvard Business School. Recently, Mr. Sonnenfeld was named by Business Week as one of the world’s “ten most influential business school professors.” He has chaired several blue-ribbon commissions for the National Association of Corporate Directors, and the NACD’s Directorship magazine recently named him one of the “100 most influential figures in governance.” Mr. Sonnenfeld was recognized by Poets & Quants Magazine as the 2022 Professor of the Year in recognition of his high-profile efforts to catalyze the historic exits from Russia of over 1,000+ global businesses after the invasion of Ukraine and was named to Worth Magazine’s “Worthy 100 Leaders,” an annual global listing of the most influential leaders across society. Mr. Sonnenfeld was also presented the 2023 Greatest Impact on Corporate Boards award by Corporate Board Member magazine and is the recipient of the Academy of Management’s 2023 Award for Distinguished Scholar-Practitioner. Corporate Board Member magazine has also awarded Mr. Sonnenfeld its “Most Influential Voice” award. He was awarded the Ellis Island Medal in 2018 by the US Ellis Island Foundation and awarded many scholarly honors for the impact of his many research articles on leadership and governance matters. In addition to his post as a regular commentator for CNBC, he is a columnist for Fortune, a regular commentator on PBS’s “Nightly Business Report,” and a frequently cited management expert in the global media. Mr. Sonnenfeld’s columns also regularly appear in The Wall Street Journal, Forbes, The Washington Post, Politico, and the New York Times. The Board nominated Mr. Sonnenfeld to serve as a director because of his business acumen and experience, as well as his exceptional work in the areas of corporate governance and leadership development as President of the Chief Executive Leadership Institute of Yale University.
Professional Experience
| | | | | | Serena Wolfe Age: 45 Director Since: 2023 Independent | Committees • Audit (financial expert) Other Boards • previously, Berkshire Grey, Inc. • previously, Doma Holdings, Inc. |
Professional Experience
Professional Experience Ms. Wolfe is Chief Financial Officer of Annaly Capital Management, Inc. (“Annaly”). Ms. Wolfe has over 20 years of experience in accounting, of which 13 years were focused solely on real estate practice. Prior to joining Annaly in December 2019, Ms. Wolfe served as a Partner at Ernst & Young LLP (“EY”) since 2011. Ms. Wolfe held a variety of roles across industries since beginning her career at EY in 1998, including most recently as EY’s Central Region Real Estate Hospitality & Construction leader since 2017. Ms. Wolfe also served on the board of Doma Holdings, Inc. from July 2021 until its merger with Title Resources Group in September 2024. Ms. Wolfe is a Certified Public Accountant in the states of New York and California.
Board Committees
| Chair: Teri P. McClure Members: Amy Banse Tig Gilliam Sherrill Hudson Dacona Smith | Compensation Committee | | | THE COMPENSATION COMMITTEE IS RESPONSIBLE FOR: • designing our executive compensation philosophy, policies, and plans; • establishing CEO and other executive salaries, targets, and performance goals for annual incentive awards and certifying that the goals have been attained; • establishing terms of equity awards and other forms of compensation for our senior executives and our directors; • administering the Company’s equity-based plans, including our 2016 Equity Incentive Plan, as amended and restated (the “2016 Equity Plan”), and making or approving the grant of stock options, restricted stock and other equity-based awards under such plans; • reviewing the results of the annual advisory stockholder vote on executive compensation and considering whether to recommend adjustments to Lennar’s executive compensation policies and plans as a result of such votes; • providing guidance on general compensation programs and practices for all associates; and • overseeing the Company’s human capital management. The Compensation Committee has the authority to engage the services of outside legal or other experts and advisors as it deems necessary and appropriate to assist the committee in fulfilling its duties and responsibilities. For more information on outside advisors, see the Compensation Discussion and Analysis section of this proxy statement, which begins on page 30. The Board of Directors has determined that each member of the Compensation Committee meets the independence requirements under the NYSE’s corporate governance listing standards and meets the independence standards for compensation committee members required by the SEC. |
Risk Management
| • | We conduct an annual comprehensive analysis of peer group compensation and refer to broader market-based benchmarking studies to evaluate how our compensation program compares. This year, in response to feedback from Frederic W. Cook & Company, Inc. (“FW Cook”), an independent management compensation consulting firm engaged by the Compensation Committee in fiscal 2024 to assist with executive compensation matters, on the makeup of the peer group, we removed two companies (Beazer Homes USA and M.D.C. Holdings) from our peer group. Beazer Homes USA, Inc. was removed as it was the smallest peer across all key financial metrics, and M.D.C. Holdings, Inc. was removed as it was acquired in April 2024 and is no longer publicly traded. Relative to our peers, we continue to require above-median performance targets to earn target payouts. This mitigates the risk of excessive compensation relative to our peers and strengthens the Pay-for-Performance link between executive compensation and Company performance. |
Risk Management
| • | The Compensation Committee may use negative discretion to adjust annual incentive compensation downward when warranted. This allows us the flexibility to change the annual incentive compensation in order to remain competitive in the market, address economic conditions and ensure a proper link between pay and performance. |
Director Compensation
Director Compensation We maintain a compensation program for the non-management directors of the Board. Directors who are associates do not receive any additional compensation for their services as directors of the Company. In fiscal 2024, our compensation program for the non- management directors consisted of the following types and levels of compensation:
Director Compensation
| Type of pay | Amount ($) | Form | | Annual Equity Grant (1) | $135,000 | Shares of Class A common stock | | Annual Retainer | $140,000 | 50% in cash, and 50% in shares of Class A common stock | | Audit Committee Chair | $30,000 | Cash | | Audit Committee Members | $25,000 | Cash | | Compensation Committee Chair | $20,000 | Cash | | Compensation Committee Members | $15,000 | Cash | | NCG Committee Chair | $20,000 | Cash | | NCG Committee Members | $10,000 | Cash | | Lead Director | $75,000 | Cash |
Director Compensation
| (1) Share value of $135,000 is based on the closing price of the stock on the date of grant, April 10, 2024 ( $ 156.43). |
Director Compensation
Annual Equity Grant At the time of each annual meeting, each non-management director receives a grant of shares of our Class A common stock. Directors are permitted to sell 50% of that stock at any time but must hold the remaining stock until the second anniversary of the grant date. Retainer and Committee Fees Paid in Cash Fifty percent of the annual retainer, and the committee fees and lead director fee, are paid in quarterly cash installments. Non- management directors are also reimbursed for incidental expenses arising from their attendance at Board meetings and committee meetings. Compensation Deferral A director may elect to defer payment of both the cash and stock portion of the annual retainer and committee and lead director fees until the year the director ceases to serve on our Board or the director’s death. If a director makes this election, a number of phantom shares of Class A common stock with a value equal to the amount of the deferred retainer and fees is credited to the director’s deferred compensation account each quarter. These phantom shares accrue dividend-equivalents, which are credited to the director’s account and treated as though they were used to purchase additional shares of Class A common stock. When a director’s deferred compensation account terminates, the director will receive cash equal to the value of the number of phantom shares of Class A common stock and, if applicable, any phantom shares of Class B common stock credited to the director’s account. That value is determined by multiplying the number of phantom shares by the closing price of the applicable common stock on either the date of the director’s death or a specified date during the year of the director’s separation from service. For fiscal 2024, each of Messrs. Hudson, Lapidus, Olivera and Sonnenfeld elected to defer payment of both the cash and stock portions of their fees. Ms. McClure participated in the deferred compensation program until her termination in the program became effective in the second quarter of fiscal 2021. Mr. Gilliam participated in the deferred compensation program until he terminated his participation in September 2021 with respect to the cash portion of his Board and Committee fees, which termination was effective in the second quarter of fiscal 2022. Mr. Gilliam continues to defer the stock portion of his Board and Committee fees. The table below sets forth the aggregate number of phantom shares of Class A common stock held by such directors in their respective deferred compensation accounts at November 30, 2024.
Director Compensation
| Name | Aggregate Number of Class A Shares of Phantom Stock Held in Deferred Compensation Account at November 30, 2024 | | Tig Gilliam (1) | 41,171 | | Sherrill W. Hudson | 66,461 | | Sidney Lapidus | 64,944 | | Teri P. McClure (2) | 21,801 | | Armando Olivera | 25,368 | | Jeffrey Sonnenfeld | 57,616 |
Director Compensation
| (1) A portion of the shares of phantom stock are shares that Mr. Gilliam received prior to terminating his deferral election with respect to the cash portion of his Board and Committee fees. |
Director Compensation
| (2) The shares of phantom stock are shares that Ms. McClure received prior to terminating the deferral election. |
Director Compensation
The following table sets forth information regarding the compensation of our non-management directors for fiscal 2024. Messrs. Miller and Jaffe are omitted from the table as Messrs. Miller and Jaffe do not receive any additional compensation for their service as directors. Compensation for these two executives is described in the Compensation Discussion and Analysis section of this proxy statement, which begins on page 30.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (1)(2) | All Other Compensation ($) (3) | Total ($) | | Amy Banse | 95,000 | 204,830 | 169 | 299,999 | | Tig Gilliam | 110,000 | 204,999 | 76,703 | 391,072 | | Sherrill W. Hudson | 115,000 | 204,999 | 120,730 | 440,729 | | Sidney Lapidus (4) | 107,500 | 204,999 | 118,934 | 431,433 | | Teri P. McClure | 100,000 | 204,830 | 40,688 | 345,518 | | Armando Olivera (5) | 161,250 | 204,999 | 46,185 | 412,434 | | Dacona Smith | 85,000 | 204,830 | 169 | 289,999 | | Jeffrey Sonnenfeld | 115,000 | 204,999 | 104,011 | 424,010 | | Serena Wolfe | 95,000 | 204,830 | 169 | 299,999 |
Director Compensation
| (1) Each of Messrs. Hudson, Lapidus, Olivera and Sonnenfeld decided to defer 100% of both the cash and stock portions of their annual retainer and committee fees. These amounts were credited in the form of phantom shares of Class A common stock to the directors’ respective deferred compensation accounts. Mr. Gilliam elected to terminate his participation in the deferred compensation program with respect to the cash portion of his Board and Committee fees, which termination became effective during the second quarter of fiscal 2022. However, as noted above, Mr. Gilliam continues to defer the stock portion of his Board and Committee fees. The table below sets forth, with respect to each participating director, such director’s deferred cash fees and deferred stock awards for fiscal 2024, as well as the phantom shares credited to such director’s account for fiscal 2024. |
Director Compensation
| Name | Deferred Cash Fees ($) | Deferred Stock Awards ($) | Phantom Shares Credited to Account | | Tig Gilliam | 0 | 70,000 | 889 | | Sherrill W. Hudson | 115,000 | 70,000 | 1,850 | | Sidney Lapidus | 107,500 | 70,000 | 1,807 | | Armando Olivera | 161,250 | 70,000 | 1,654 | | Jeffrey Sonnenfeld | 115,000 | 70,000 | 1,746 |
Director Compensation
| (2) Amount reflects (i) 50% of the annual retainer fee, payable in shares of Class A common stock, and (ii) the fair market value of the 863 shares of Class A common stock that constitute the annual equity grant for all directors. The annual equity grant award was made on April 10, 2024 to each of Ms. Banse, Mr. Gilliam, Mr. Hudson, Mr. Lapidus, Ms. McClure, Mr. Olivera, Mr. Smith, Mr. Sonnenfeld, and Ms. Wolfe and had a grant date fair value of $156.43 per share. All of the foregoing shares were fully vested upon issuance, but 50% of the shares are subject to a two-year minimum holding period. |
Director Compensation
| (3) With respect to Ms. Banse, Mr. Smith and Ms. Wolfe, the amount reflects cash in lieu of fractional shares relating to the quarterly annual retainer fees paid in stock. With respect to Ms. McClure, the amount includes both cash in lieu of fractional shares relating to the quarterly annual retainer fee paid in stock and dividend equivalents payable on phantom shares held in Ms. McClure’s deferred compensation account that were received prior to termination of the deferral election. With respect to Messrs. Gilliam, Hudson, Lapidus, Olivera and Sonnenfeld, the amounts include dividend-equivalents payable on phantom shares held in the directors’ respective deferred compensation accounts. Deferred dividend equivalents are credited to the applicable director’s deferred compensation account in the form of additional phantom shares, calculated at the fair market value of a share of our Class A common stock on the dividend record dates. The table below sets forth the phantom shares credited to each participating director’s account from deferred dividend equivalents for fiscal 2024. |
Director Compensation
| Name | Dividends Deferred ($) | Phantom Shares Credited to Account for Deferred Dividends | | Tig Gilliam | 76,073 | 473 | | Sherrill W. Hudson | 120,730 | 751 | | Sidney Lapidus | 118,934 | 740 | | Teri McClure | 40,688 | 253 | | Armando Olivera | 46,185 | 287 | | Jeffrey Sonnenfeld | 104,011 | 647 |
Director Compensation
| (4) As further described in “Corporate Governance—Leadership Structure—Board of Directors” in this proxy statement, effective as of the conclusion of the 2024 Annual Meeting on April 10, 2024, Sidney Lapidus no longer serves as the Lead Director. Accordingly, his fees earned with respect to fiscal 2024 have decreased relative to his fees earned with respect to fiscal 2023. |
Director Compensation
| (5) As further described in “Corporate Governance—Leadership Structure—Board of Directors” in this proxy statement, effective as of the conclusion of the 2024 Annual Meeting on April 10, 2024, Armando Olivera serves as the Lead Director. Accordingly, his fees earned with respect to fiscal 2024 have increased relative to his fees earned with respect to fiscal 2023. |
Director Compensation
Stock Ownership Requirements Our Board has adopted stock ownership guidelines establishing minimum equity ownership requirements for members of our Board. The purpose of the guidelines is to align the interests of directors with the interests of stockholders and to further promote our commitment to sound corporate governance. Under our stock ownership guidelines, a director is expected to own, by a date not later than five years after being elected as a director, shares of our common stock with a value equal to five times the annual director retainer. All of our directors are in compliance with the guidelines or are on track to comply within the five-year period. Every year, we give our stockholders the opportunity to vote, on a non-binding basis, on whether they approve the compensation of our named executive officers. This vote is often referred to as “say-on-pay.” At the 2025 Annual Meeting, we will ask our stockholders to vote, on an advisory basis, on the fiscal 2024 compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis (“CD&A”) that follows this proposal. We encourage you to review the CD&A, the compensation tables, and the related narrative disclosures. We believe Lennar’s success is attributable in substantial part to our talented and committed executives. Therefore, the compensation of our NEOs is designed to help us continue to retain, motivate, and recruit high-quality, experienced executives who can help us achieve our short-term and long-term corporate goals and strategies. We believe our executive compensation program strikes an appropriate balance between utilizing responsible, measured pay practices and effectively incentivizing our executives to dedicate themselves fully to creating value for our stockholders. As explained in the CD&A, we seek this balance by using a mix of short-term and long-term compensation components—both fixed and variable—and basing a meaningful percentage of the compensation of our named executive officers on Lennar’s financial performance and stockholder return. Further, we maintain strong corporate governance practices regarding executive compensation, including robust stock ownership guidelines and a compensation clawback policy that complies with Rule 10D-1, to promote continued alignment of our executives’ interests with those of our stockholders and to discourage excessive risk-taking to achieve short-term gains. We are requesting that our stockholders approve the following resolution: RESOLVED, that the stockholders of Lennar Corporation approve, on a non-binding, advisory basis, the compensation of Lennar’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, which disclosure includes the Compensation Discussion and Analysis, the tabular disclosures regarding such compensation, and the accompanying narrative disclosures, set forth in Lennar’s 2025 Annual Meeting proxy statement. Although this say-on-pay vote is non-binding, the Board and the Compensation Committee will review the results of the vote and consider those results when determining future executive compensation arrangements. This Compensation Discussion and Analysis describes our compensation philosophy, policies, and plans, as well as our compensation-setting process and the 2024 compensation of our named executive officers, or NEOs. In addition, we explain why we believe that our executive compensation program is in the best interests of Lennar and you, our stockholders. For fiscal 2024, our NEOs were:
Director Compensation
| Stuart Miller Executive Chairman and Co-Chief Executive Officer | Jonathan M. Jaffe Co-Chief Executive Officer and President | Diane Bessette Vice President and Chief Financial Officer | Mark Sustana Vice President, General Counsel and Secretary | David Collins Vice President and Controller | Jeff McCall Former Executive Vice President |
Director Compensation
| Table of Contents | | | | | EXECUTIVE SUMMARY | 30 | 2021 Performance Share Awards – Results | 45 | | Our Compensation Practices | 35 | Other Benefits | 45 | | Roles and Responsibilities with Regard to Compensation | 36 | Change in Control Effects | 45 | | Use of Market Data | 37 | Executive Transitions | 45 | | 2024 Compensation Decisions | 37 | Other Compensation Practices | 46 |
Executive Summary
| • | With respect to annual cash incentive compensation, a Pretax Income (as defined in the “Compensation Discussion and Analysis—2024 Compensation Decisions—Annual Cash Incentive Compensation” section of this proxy statement) profit-sharing percentage of 0.20% for Mr. Miller and 0.15% for Mr. Jaffe, which incentivizes growth in Pretax Income to strengthen the link between short-term incentive payouts and the Company’s performance. |
Executive Summary
| • | An equity pay mix of 70% performance-based and 30% time-based awards for each of Messrs. Miller and Jaffe to ensure alignment with long-term value creation for our stockholders. |
Executive Summary
| • | Performance share awards target payouts for Messrs. Miller and Jaffe in the 65th percentile to require greater outperformance to earn target payouts relative to our peers which further strengthens the alignment between executive compensation and the Company’s performance. |
Executive Summary
| • | Performance share award threshold payouts for Messrs. Miller and Jaffe at 30% of target, which maintains a reduced level of compensation for underperformance and strengthens the alignment between executive compensation and the Company’s performance. |
Executive Summary
| | Performance Measures | Performance Period | Variable financial performance objectives? | Approximate Equity Percentage of Total Direct Compensation | | 2024(1) | Unchanged | 3 Years | Yes – unchanged | 81% | | 2023 | Unchanged, but (1) relative target performance moved from 60% to 65% as compared to our Peer Group; and (2) payout level at threshold performance achievement lowered from 50% of target to 30% of target | 3 Years | Yes – unchanged | 78% | | 2022 | Unchanged, but relative target performance moved from 50% to 60% as compared to our Peer Group | 3 Years | Yes – unchanged | 77% | | 2021 | Unchanged | 3 Years | Yes – unchanged | 49% | | 2020 | Unchanged | 3 Years | Yes – unchanged | 52% |
Executive Summary
| (1) Due to the reduction in annual cash bonus for our Co-CEOs discussed elsewhere in this “Compensation Discussion and Analysis” section, the actual pay mix percentage for Mr. Miller was 94% equity and 6% cash and for Mr. Jaffe was 96% equity and 4% cash. |
Executive Summary
| | Miller | Jaffe | | 2024 | 0.20% of Pretax Income after a 7.3% capital charge – subject to a maximum payout cap of $7.0 million | 0.15% of Pretax Income after a 7.3% capital charge – subject to a maximum payout cap of $6.0 million | | 2023 | 0.20% of Pretax Income after a 7.3% capital charge – subject to a maximum payout cap of $7.0 million | 0.15% of Pretax Income after a 7.3% capital charge – subject to a maximum payout cap of $6.0 million | | 2022 | 0.58% of Pretax Income after a 7.3% capital charge – subject to a maximum payout cap of $7.0 million | 0.51% of Pretax Income after a 7.3% capital charge – subject to a maximum payout cap of $6.0 million | | 2021 | 0.58% of Pretax Income after a 7.3% capital charge | 0.51% of Pretax Income after a 7.3% capital charge | | 2020 | 0.73% of Pretax Income after a 7.3% capital charge | 0.55% of Pretax Income after a 7.3% capital charge |
Executive Summary
| Element | Description | Primary Objectives | | Base salary | Fixed cash payment | To attract and retain executives by offering salaries that are competitive with market opportunities and that recognize each executive’s position, role, responsibility, and experience. | | Annual cash incentive award | Variable performance-based cash payment. | To motivate and reward the achievement of annual performance objectives. | | Equity-based incentive award | Messrs. Miller, Jaffe, and McCall and Ms. Bessette receive their grants as performance-based restricted stock/performance-based restricted stock units and service-based restricted stock. Mr. Sustana and Mr. Collins receive their grants entirely in service-based restricted stock. | To align executives’ interests with the interests of stockholders, motivate executives to maximize our long-term performance and stockholder returns, and promote executive retention. |
Executive Summary
We do not have a formal policy prescribing the allocation of total compensation among these various components. Our Compensation Committee believes the factors that determine compensation should vary with the executive’s role. For example, executives with more influence over our operating and financial performance should have a greater portion of their compensation dependent upon the achievement of performance objectives. For more information on our commitment to link compensation to the achievement of performance objectives, see “Compensation Discussion and Analysis—Our Compensation Practices—We Tie Executive Compensation to Performance” in this proxy statement. By comparison, those named executive officers whose responsibilities are to establish and maintain strong corporate controls and regulatory compliance should have a larger percentage of their direct compensation from their base salary and from annual incentive awards based on factors like whether Lennar adheres to fundamental policies and procedures and avoids undue risk-taking. The chart below shows how total direct compensation was allocated for each of our NEOs in fiscal 2024 (other than Mr. McCall due to his transition to a non-executive role within the Company, effective as of June 20, 2024). In order to provide greater alignment with stockholders, we compensate significantly more in equity-based awards than in cash. This is consistent with the Compensation Committee’s decision described above to target the fiscal 2024 incentive pay mix for Messrs. Miller and Jaffe at approximately 20% cash and 80% equity and with our compensation objectives to align executive compensation with the Company’s performance and to provide long-term value for our stockholders. For fiscal 2024, due to the reduction in annual cash bonus for Messrs. Miller and Jaffe described elsewhere in this “Compensation Discussion and Analysis” section, approximately 90% of Mr. Miller’s and Mr. Jaffe’s total incentive compensation came in the form of equity and approximately 10% came in the form of cash. Compensation Discussion and Analysis Our Compensation Practices
Our Compensation Practices
| • | recognize valuable individual performance and motivate executives to maximize Lennar’s short-term and long-term achievements without taking undue risk; |
Our Compensation Practices
| • | maintain flexibility to ensure that awards remain competitive within our peer group of homebuilders and Fortune 500 companies; |
Roles and Responsibilities with Regard to Compensation
| • | an evaluation of the extent to which each named executive officer met the applicable annual incentive plan target(s); and |
Roles and Responsibilities with Regard to Compensation
| • | recommendations regarding the aggregate value of the long-term incentive compensation that each named executive officer should receive. |
Use of Market Data
Use of Market Data We refer to compensation data regarding other publicly traded homebuilding companies to analyze our compensation decisions in light of current market rates and practices, and to help ensure that our decisions are reasonable and competitive. In connection with setting fiscal 2024 compensation, the Compensation Committee reviewed summaries of information disclosed in public filings by the following publicly traded homebuilders, which are listed with their exchange ticker symbols, that the Compensation Committee views as our peer group (the “Peer Group”). The Company’s Peer Group was revised for fiscal 2024 in response to feedback from FW Cook. Beazer Homes USA, Inc. was removed as it was the smallest peer in the Peer Group across all key financial metrics, and M.D.C. Holdings, Inc. was removed as it was acquired in April 2024 and is no longer publicly traded. The Compensation Committee approved these changes at its meeting on June 19, 2024.
Use of Market Data
| D.R. Horton, Inc. (DHI) | PulteGroup, Inc. (PHM) | | KB Home (KBH) | Taylor Morrison Home Corporation (TMHC) | | Meritage Homes Corporation (MTH) | Toll Brothers, Inc. (TOL) | | NVR, Inc. (NVR) | TRI Pointe Group, Inc. (TPH) |
Use of Market Data
Given that only one company in the Peer Group approaches Lennar in terms of revenue, profitability, and market capitalization, the Compensation Committee also reviewed information about compensation levels generally paid by other Fortune 500 companies. The Compensation Committee does not design our executive compensation programs to fit within a specific percentile of the executive compensation programs of the Peer Group companies, the Fortune 500 companies or any other peer group or survey. Rather, the Compensation Committee compares numerous elements of executive compensation, including base salaries, annual incentive compensation, and long-term cash and equity-based incentives, to assist in determining whether proposed compensation programs are competitive, and then uses its experience and judgment to make final compensation decisions.
2024 Compensation Decisions
| • | average base salary of comparable executives in our Peer Group; and |
2024 Compensation Decisions
Annual Cash Incentive Compensation Why we pay annual cash incentive compensation. The Compensation Committee believes that annual cash incentive compensation encourages executive officers to contribute to Lennar’s profitability. Our 2024 annual cash incentive awards were made under our 2016 Incentive Compensation Plan. 2024 Annual Cash Incentive Decisions MESSRS. MILLER AND JAFFE The cash bonuses for Messrs. Miller and Jaffe are based on percentages of our pretax income, which is net earnings attributable to Lennar plus/minus income tax expense/benefit (“Pretax Income”), after a capital charge equal to 7.3% of tangible capital and subject to a maximum payout cap. Pretax Income is calculated after eliminating goodwill charges, losses or expenses on early retirement of debt, impairment charges, and acquisition or deal costs related to the purchase or merger of a public company. Tangible capital is calculated as stockholders’ equity less intangible assets plus homebuilding debt. We believe that our executives’ pay should be linked to Lennar’s performance, and that linking the annual cash bonus to Pretax Income achieves this goal. For example, there have been years, such as fiscal 2008 and 2009 during the economic downturn, when these executives did not receive cash bonuses, and other years, such as more recent years, when Lennar has been profitable and the executives have received significant cash bonuses. In January and April 2024, informed by feedback received during extensive outreach to stockholders, the results of the Company’s 2024 advisory vote on executive compensation, and consultations with its independent compensation advisor, the Compensation Committee determined that the cash bonus plans of Messrs. Miller and Jaffe should continue to provide for a cash bonus cap (originally introduced in November 2022) of $7.0 million and $6.0 million, respectively. In addition, at that time, our Compensation Committee reviewed an analysis of the compensation Lennar paid to its senior executives compared with that paid by our Peer Group. This included an analysis of the fiscal 2023 compensation paid to Messrs. Miller and Jaffe as compared with the compensation paid in fiscal 2022 and 2023 to the individuals in comparable positions at companies in our Peer Group, in the Fortune 500, and in the Executive Compensation Survey conducted by FW Cook. Based on its review of the analysis, the results Lennar achieved during fiscal 2023, and the results Lennar was expected to achieve during fiscal 2024, the Compensation Committee decided to continue applying a formula for Messrs. Miller and Jaffe that included cash incentive bonuses equal to 0.20% and 0.15%, respectively, of Lennar’s fiscal 2024 Pretax Income, after a capital charge equal to 7.3% of tangible capital. Using such formula, based on our fiscal 2024 Pretax Income of $5.3 billion, and after taking into account the $1.9 billion capital charge, Mr. Miller would have been entitled to a cash bonus payment of $6,828,309 and Mr. Jaffe would have been entitled to a cash bonus payment of $5,121,231. However, after careful review and discussion of the Company’s fiscal 2024 performance with management, the Compensation Committee exercised its negative discretion to reduce the cash bonus for each of Messrs. Miller and Jaffe. The amount of reduction was calculated for each of Mr. Miller and Mr. Jaffe by deducting from the Pre-Reduction Bonus, the product of (a) 15% and (b) the sum of the Pre-Reduction Bonus (i.e., $6,828,309 for Mr. Miller and $5,121,231 for Mr. Jaffe) plus the aggregate grant date fair value of the service-based and performance-based restricted stock awards that were granted to Mr. Miller and Mr. Jaffe, as applicable, on January 8, 2024 ($26,500,472 for Mr. Miller and $23,200,671 for Mr. Jaffe). This resulted in a final earned bonus of $1,828,992 for Mr. Miller and $872,946 for Mr. Jaffe. Despite the overall strong performance results in fiscal year 2024 (including surpassing the target number of homes delivered), our fiscal 2024 Pretax Income of $5.3 billion was lower than our goal by 0.5% and a continuation of the reduction experienced in fiscal year 2023, which we believe is partly due to external factors such as continuing rising interest rates and increases to material and labor costs. MS. BESSETTE Ms. Bessette had the opportunity to earn a cash bonus of up to a maximum of 400% of her base salary, which is consistent with Ms. Bessette’s maximum bonus opportunity for fiscal year 2023. Ms. Bessette’s fiscal year 2024 cash bonus opportunity was similar to her fiscal year 2023 cash bonus opportunity because it was designed to focus on her achievement of certain strategic, operational and financial objectives and was not directly tied to her individual annual performance appraisal review. The performance criteria and associated payout for Ms. Bessette’s award are shown below.
2024 Compensation Decisions
| | | Performance Levels/ Target/Maximum Bonus Opportunity | | | Performance Criteria | Percent of Target/Maximum Award | Threshold | % of Target/Maximum | | • Meet or exceed FY 2024 business plan profitability • Maximize cash generation and allocate capital to create greater stockholder value • Enforce corporate governance, Company policy and procedure adherence, and strong internal controls • Leadership matters: drive change, build stronger teams, and facilitate new programs to improve Company performance • Continue transformation of the FP&A Department • Continue transformation of the Treasury Department • Continue transformation of the Technology Department | 100% | Good Very Good Exceptional | 25% 50% 100% | | Total | 100% of Target/Maximum Award (400% of Base Salary) | | |
2024 Compensation Decisions
The Compensation Committee determined that Ms. Bessette had achieved an “exceptional” performance rating for the above- referenced performance criteria and was therefore entitled to a maximum award of 400% of her base salary, or $3,000,000. In determining the score earned for Ms. Bessette’s performance, the Compensation Committee recognized the following achievements: overall contribution toward the Company exceeding its profitability goals and creating greater stockholder value for fiscal year 2024, strengthening of the Company’s balance sheet and liquidity position, solid leadership in the achievement of the Company’s operational and financial strategies, and effective executive management oversight of the continued transformation of the Company’s financial planning and analysis, treasury and technology functions. The Compensation Committee also recognized Ms. Bessette’s critical leadership role on financial matters throughout the Millrose Spin-Off. No specific weight was given to any particular factor in the evaluations, and no one factor was determinative. MR. SUSTANA Mr. Sustana had the opportunity to earn a cash bonus of up to a maximum of 280% of his base salary, which is consistent with Mr. Sustana’s maximum bonus opportunity for fiscal year 2023. Mr. Sustana’s fiscal year 2024 cash bonus opportunity was also similar to his fiscal year 2023 cash bonus opportunity because it was not directly tied to his individual annual performance appraisal review. However, Mr. Sustana’s fiscal year 2024 cash bonus opportunity otherwise differed from his fiscal year 2023 cash bonus opportunity because it was designed to focus on his achievement of certain special legal projects. This change was part of a broader change by the Compensation Committee for fiscal 2024 to more directly measure performance based on leadership. The performance criteria and associated payout are shown below.
2024 Compensation Decisions
| | | Performance Levels/ Target/Maximum Bonus Opportunity | | | Performance Criteria | Percent of Target/Maximum Award | Threshold | % of Target/Maximum | | Leadership Matters: • Special legal projects, as determined from time to time | 50% | Good Very Good Exceptional | 25% 50% 100% | | Continuous Improvement/Transformation: • Special legal projects, as determined from time to time | 50% | Good Very Good Exceptional | 25% 50% 100% | | Total | 100% of Target/Maximum Award (280% of Base Salary) | | |
2024 Compensation Decisions
The Compensation Committee determined that Mr. Sustana had achieved an “exceptional” performance rating for the above-referenced performance criteria and was therefore entitled to a maximum award of 280% of his base salary, or $1,400,000. In determining the score earned for Mr. Sustana’s performance, the Compensation Committee recognized the following achievements: provision of strategic legal counsel and support to Company business units to enable achievement of business goals and overall contribution to the Company’s solid performance during fiscal 2024, and his strategic leadership in managing litigation and regulatory compliance and in response to legal and governance challenges during the year. The Compensation Committee also recognized Mr. Sustana’s critical leadership role on legal and governance matters throughout the Millrose Spin-Off. No specific weight was given to any particular factor in the evaluations, and no one factor was determinative. MR. COLLINS Mr. Collins had the opportunity to earn a cash bonus of up to a maximum of $900,000. Mr. Collins’s fiscal year 2024 cash bonus opportunity differed from his fiscal year 2023 cash bonus opportunity because it was designed to focus on his achievement of certain special financial objectives. This change was part of a broader change by the Compensation Committee for fiscal 2024 to more directly measure performance based on leadership. At the same time, however, Mr. Collins’ fiscal year 2024 cash bonus opportunity, like his fiscal year 2023 cash bonus opportunity, was not directly tied to his individual annual performance appraisal review. The performance criteria and associated payout for Mr. Collins’ award are shown below.
2024 Compensation Decisions
| | | Performance Levels/ Target/Maximum Bonus Opportunity | | | Performance Criteria | Percent of Target/Maximum Award | Threshold | % of Target/Maximum | | Leadership Matters: • Special financial projects, as determined from time to time | 50% | Good Very Good Exceptional | 25% 50% 100% | | Continuous Improvement/Transformation: • Special financial projects, as determined from time to time | 50% | Good Very Good Exceptional | 25% 50% 100% | | Total | 100% of Target/Maximum Award ($900,000) | | |
2024 Compensation Decisions
Mr. Collins was deemed to meet the “exceptional” performance level with respect to each of the performance criteria and was further acknowledged for his significant leadership throughout the Millrose Spin-Off. Mr. Collins received a cash bonus of 100% of his maximum award, or $900,000. In addition, due to his exceptional performance and leadership in respect of the Millrose Spin-Off, the Compensation Committee at its discretion awarded Mr. Collins an additional discretionary cash bonus of $50,000. In determining the score earned for Mr. Collins’ performance and in awarding the additional discretionary bonus, the Compensation Committee recognized the following achievements: overall contribution toward the Company exceeding its profitability goals for fiscal year 2024, assisting in preparing the Company for the Millrose Spin-Off, effective leadership and support in the transformational and transitional processes of the Company’s technology, financial planning and analysis, internal audit and legal functions, and solid strategic leadership on other process and reporting improvements. No specific weight was given to any particular factor in the evaluations, and no one factor was determinative. MR. MCCALL Mr. McCall had the opportunity to earn a cash bonus of up to a maximum of 400% of his base salary. Mr. McCall’s fiscal year 2024 cash bonus opportunity was focused on his achievement of certain strategic, operational and financial objectives. The performance criteria and associated payout are shown below.
2024 Compensation Decisions
| | | Performance Levels/ Target/Maximum Bonus Opportunity | | | Performance Criteria | Percent of Target/Maximum Award | Threshold | % of Target/Maximum | | • Meet or exceed FY 2024 business plan profitability • Establish stand-alone Quarterra overhead structure • Complete IT separation of SFR and MF application stacks • Enforce corporate governance, Company policy and procedure adherence, and strong internal controls • Leadership matters: drive change, build great teams, be accountable, and embrace new programs to improve Company performance • Continue transformation of SFR debt strategy • Continue transformation of Multi-Family capital efficiency strategy • Execute on QMV3 portfolio strategy | 100% | Good Very Good Exceptional | 25% 50% 100% | | Total | 100% of Target/Maximum Award (400% of Base Salary) | | |
2024 Compensation Decisions
The Compensation Committee determined that Mr. McCall did not meet the necessary performance levels for the above-referenced performance criteria and was, therefore, not entitled to receive a cash bonus for fiscal 2024. In its evaluation, the Compensation Committee considered Mr. McCall’s transition to a non-executive role within the Company, effective as of June 20, 2024, which impacted his ability to meet the more executive nature of the above-referenced performance criteria. Equity-Based Compensation Why we pay equity-based compensation. The Compensation Committee believes that a significant component of a senior executive’s compensation should be long-term incentive compensation in the form of equity in order to align the financial interests of our senior executives with those of our stockholders. The Compensation Committee believes that granting equity incentives to our senior executives in the form of restricted stock with deferred vesting:
2024 Compensation Decisions
| • | motivates our senior management to maximize our long-term, as well as our short-term, performance; |
2024 Compensation Decisions
During 2024, our Compensation Committee reviewed the effect that our restricted stock grant program had on retention, and determined that the program has provided, and continues to provide, a strong retention incentive for senior executives. Moreover, the Compensation Committee determined that, because of the “stacking” effect, a program of annual long-term grants that vest in installments or after a multi-year performance period provides better associate retention benefits than an award that is fully vested on the grant date. Therefore, the Compensation Committee decided Lennar should continue making grants of restricted stock to senior executives. How equity-based compensation was determined. Annually, the Compensation Committee evaluates the appropriate form of equity-based compensation and approves the dollar value of long-term equity awards that will be granted to each NEO under our 2016 Equity Plan. The numbers of shares of restricted stock awarded to members of our senior management with regard to 2024 were based upon recommendations by Messrs. Miller and Jaffe and other members of senior management. In addition, our Compensation Committee engaged in a review of the total compensation our senior management had received over the last five years, the comparative compensation analysis described above, and the executives’ total potential compensation for fiscal 2024 and considered each executive’s responsibilities and expected contributions to Lennar. The Compensation Committee did not assign a specific weight to any individual factor or consider any policy as to how the compensation should compare to that of employees performing similar functions for our Peer Group or other Fortune 500 companies. 2024 Equity-Based Compensation Decisions In January 2024, the Compensation Committee approved the awards shown below of restricted Class A common stock under the 2016 Equity Plan. As noted in “Proxy Summary—Compensation Highlights” and elsewhere in this “Compensation Discussion and Analysis” section, with respect to Messrs. Miller and Jaffe, during fiscal 2024, the equity pay mix was approximately 70% performance-based and 30% time-based awards, which is a heavier emphasis on the performance-based awards than suggested by our stockholders and consistent with the equity pay mix during fiscal 2023.
2024 Compensation Decisions
| Executive | Service-based restricted stock value ($)(1) | Service-based restricted stock (#)(2) | Performance-based restricted stock value at target ($)(1)(3) | Performance-based restricted stock at target (#) | | Stuart Miller | 7,950,198 | 53,245 | 18,749,369 | 124,240 | | Jonathan M. Jaffe | 6,960,222 | 46,615 | 16,414,753 | 108,770 | | Diane Bessette | 1,625,374 | 10,884 | 1,642,532 | 10,884 | | Jeff McCall | 875,589 | 5,863 | 884,800 | 5,863 |
2024 Compensation Decisions
| (2) The shares of service-based restricted stock will vest in equal installments on each of February 14, 2025, February 14, 2026, and February 14, 2027. |
2024 Compensation Decisions
| (3) If the threshold number of shares of performance-based restricted stock that potentially could be earned were used rather than the target number, the total grant date fair value of the performance-based awards would be $5,264,811 for Mr. Miller, $4,924,426 for Mr. Jaffe, $492,759 for Ms. Bessette and $265,440 for Mr. McCall. If the maximum number of Class A common stock that potentially could be earned were used rather than the target number, the total grant date fair value of the awards would be $37,498,738 for Mr. Miller, $32,829,505 for Mr. Jaffe, $3,285,063 for Ms. Bessette and $1,769,600 for Mr. McCall. |
2024 Compensation Decisions
| Share Payout | Relative Gross Profit Percentage* | Relative Return on Tangible Capital* | Relative Total Stockholder Return* | Debt/EBITDA Multiple | | 0% | <25th Percentile | <25th Percentile | <25th Percentile | >1.05 | | 30% (threshold) | 25th Percentile | 25th Percentile | 25th Percentile | 0.85 | | 100% (target) | 65th Percentile | 65th Percentile | 65th Percentile | 0.65 | | 200% (maximum) | 75th Percentile | 75th Percentile | 75th Percentile | ≤0.45 |
2024 Compensation Decisions
| * Relative metrics are determined by reference to Lennar’s Peer Group. |
2024 Compensation Decisions
The Compensation Committee selected these performance metrics because as discussed below, they are effective long-term measures of performance, they align our executives’ interests with the interests of our stockholders, and they are important internal and external operating metrics. As noted in “Proxy Summary—Compensation Highlights” and elsewhere in this “Compensation Discussion and Analysis” section, (1) the performance-based award target payouts for Messrs. Miller and Jaffe are at the 65th percentile; and (2) the payout level at threshold performance achievement is 30% of target for Messrs. Miller and Jaffe, strengthening the link between executive compensation and Company performance. Gross profit percentage is an industry standard that research analysts and investors use to gauge the strength of businesses like ours because it shows whether costs are being managed effectively. A high gross profit percentage target incentivizes our executives to maximize our sales prices, control sales incentives, and minimize costs of sales, which include the costs of land, labor, materials, and products used in building our homes. A relative gross profit percentage metric indicates whether Lennar is managing costs and sale prices more effectively than our peers. Return on tangible capital encourages our executives to focus on our returns and the efficient use of our assets and resources, while also driving earnings. A relative return on tangible capital metric indicates whether Lennar is using assets and resources more efficiently than our peers. Return on tangible capital is calculated by dividing the Company’s net operating profit after tax by its tangible capital. Net operating profit after tax is calculated by taking the Company’s net income and adding back any after-tax interest expense and adjusting for tax items or other adjustments to the extent approved by the Compensation Committee. Tangible capital is defined as stockholders’ equity less intangible assets plus homebuilding debt. Debt/EBITDA multiple encourages our executives to maximize cash flow and reduce our leverage. Debt is calculated as the Company’s consolidated debt balance for the applicable period, divided by the Company’s EBITDA for such period. EBITDA is earnings before interest, taxes, depreciation and amortization. Total stockholder return is a measure that captures stock price appreciation plus dividends paid over a defined period, reflecting the total return to stockholders during that time. A relative total stockholder return metric indicates whether an investment in Lennar was better for our stockholders than an investment in our Peer Group would have been. The threshold performance levels outlined above are designed to be reasonably achievable, yet uncertain under expected market and business conditions at the time of grant. Target performance levels are designed to require significant management effort to achieve, and maximum performance levels are designed to be measurably more difficult to achieve than target performance levels. Grants of service-based restricted stock In January 2024, the Compensation Committee also approved a grant to Mr. Sustana of 10,382 shares of service-based restricted Class A common stock that will vest in equal installments on each of February 14, 2025, February 14, 2026, and February 14, 2027. The stock had a grant date fair value of $1,550,259. In addition, in January 2024, the Compensation Committee approved a grant to Mr. Collins of 6,365 shares of service-based restricted Class A common stock that will vest in equal installments on each of February 14, 2025, February 14, 2026, and February 14, 2027. The stock had a grant date fair value of $950,471. Effect of retirement on equity awards Our 2016 Equity Plan provides that when an officer or associate retires, all restrictions on all restricted stock granted to that individual will immediately lapse and the restricted stock will no longer be subject to forfeiture. For this purpose, “retirement” is defined as a termination of service (other than for cause) on or after the date the grantee attains age 65 or on or after the date the grantee attains age 60 with 15 consecutive years of service with Lennar (“retirement-eligible”). Of our NEOs, Messrs. Miller, Jaffe and Sustana and Ms. Bessette are retirement-eligible. If any of them were to retire, his or her service-based restricted stock would immediately vest. In addition, when a retirement-eligible executive is granted shares of restricted stock that are subject to service-based vesting, these grants are taxable events subject to withholding. With respect to the 2022, 2023 and 2024 grants of performance-based share awards, if a retirement-eligible executive were to retire, he or she would receive the shares of performance-based share awards that he or she would have earned, based on actual performance, if he or she had remained employed for the entire performance period. The actual payout of shares would not occur until after the end of the three-year performance period, at which time the Company’s performance during the performance period would be used to determine how many shares the grantee would receive. Compensation Discussion and Analysis 2021 Performance Share Awards – Results 2021 Performance Share Awards – Results In 2021, Messrs. Miller, Jaffe and McCall and Ms. Bessette were granted target awards of 78,097, 68,312, 10,547, and 12,055 shares, respectively, of performance-based restricted Class A common stock (“2021 Performance Shares”). The 2021 Performance Shares had a three-year performance period that ended on November 30, 2023. The number of 2021 Performance Shares that each grantee actually earned for the performance period was determined based on the level of achievement of the performance goals set forth in the table below.
2024 Compensation Decisions
| Payout | Relative Gross Profit Percentage* | Relative Return on Tangible Capital* | Relative Total Shareholder Return* | Debt/EBITDA Multiple | | 0% | <25th Percentile | <25th Percentile | <25th Percentile | >1.8 | | 50% (threshold) | 25th Percentile | 25th Percentile | 25th Percentile | 1.8 | | 100% (target) | 50th Percentile | 50th Percentile | 50th Percentile | 1.25 | | 200% (maximum) | 75th Percentile | 75th Percentile | 75th Percentile | ≤1.0 |
2024 Compensation Decisions
| * Relative metrics are determined by reference to Lennar’s Peer Group. |
Change in Control Effects
Change in Control Effects Our 2016 Equity Plan provides for accelerated vesting of outstanding equity awards if there is a change in control together with certain employment termination events (i.e., a “double trigger”). You can find a summary of potential payments arising from a change in control in “Executive Compensation—Potential Payments Upon Termination after Change in Control” in this proxy statement.
Other Compensation Practices
Other Compensation Practices Stock Ownership Guidelines Our Board has adopted stock ownership guidelines that set minimum equity ownership requirements for our executive officers. The guidelines are designed to align the interests of our executives with the interests of stockholders and further promote our commitment to sound corporate governance. Under our stock ownership guidelines, an executive is expected to own, by a date not later than five years after being appointed to his or her position as an executive officer, shares of our common stock with a value equal to a multiple (shown below) of the executive’s annual base salary. Until the required stock ownership level is achieved, an executive is required to retain at least 50% of the shares of restricted stock that become vested, other than shares sold to pay taxes resulting from the vesting. If the required level is not achieved within the five-year compliance period, an executive will be required to retain 100% of the restricted shares that become vested (other than shares sold to pay taxes resulting from the vesting) until the required level is achieved. As of January 31, 2025, all of our named executive officers had stock ownership levels well above their respective ownership requirements, as shown below. MULTIPLE OF BASE SALARY AS OF JANUARY 31, 2025(1)(2)
Other Compensation Practices
| (1) Stock ownership includes Class A common stock and Class B common stock beneficially owned by the officer and includes service-based restricted stock. The fair market value of Lennar equity holdings for each participant is based on the average of the stock prices on the last day of each month for the trailing twelve months as of a specified annual date. |
Other Compensation Practices
Executive Officer Recovery Policy In 2022, the SEC and NYSE adopted final rules implementing the incentive-based compensation recovery provision of the Dodd-Frank Act. In response, on June 22, 2023, the Board terminated the Company’s prior Compensation Clawback Policy, effective as of December 1, 2023, and adopted the Executive Officer Recovery Policy (the “Clawback Policy”), also effective as of December 1, 2023. The Board, together with the Compensation Committee, periodically evaluates the Clawback Policy to ensure the Clawback Policy conforms to applicable laws. The Clawback Policy covers incentive-based compensation received by current or former executive officers on or after October 2, 2023. The Clawback Policy provides for our recovering incentive-based compensation erroneously received by current or former executive officers during the three completed fiscal years immediately preceding the year in which we are required to prepare an accounting restatement due to material noncompliance with financial reporting requirements. Erroneous payments must be recovered even if there was no misconduct or failure of oversight on the part of an individual executive officer. There are limited exceptions to our obligation to enforce the application of the Clawback Policy. Such exceptions are available where (i) pursuing such recovery would be impractical because the direct expense paid to a third party to assist in enforcing the Clawback Policy would exceed the recoverable amounts and we have made a reasonable attempt to recover such amounts and provided Compensation Discussion and Analysis Other Compensation Practices documentation of such attempts to NYSE; (ii) pursuing such recovery would violate our home country laws and we provide an opinion of counsel to that effect to the SEC; or (iii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to our employees, to fail to meet the requirements of the Internal Revenue Code. Our Corporate Governance Guidelines provide that our Board, together with the Compensation Committee, will periodically evaluate our Clawback Policy to ensure it conforms to applicable laws. Equity Award Grant Practices The Company did not grant awards of stock options, stock appreciation rights or similar option-like instruments during fiscal 2024. Furthermore, the Company does not schedule its equity grants in anticipation of the release of material, non-public information (“MNPI”), nor does the Company time the release of MNPI based on equity grant dates or for the purpose of affecting the value of executive compensation. Hedging and Pledging Executive officers and directors are not permitted to enter into hedging arrangements with respect to shares of Lennar’s common stock. This prohibition on hedging does not apply to the Company’s other associates. Directors and executive officers may only pledge shares held in excess of each individual’s share ownership requirements as set forth in our stock ownership guidelines. Non-Solicitation Agreement In connection with receiving the annual cash bonus, each of our NEOs signs an agreement that, for twelve months following termination of his or her employment with Lennar, the NEO will not offer employment to any of our associates or anybody who had been an associate during the preceding three months and will not encourage any of our associates to terminate employment with us. Tax Implications of our Executive Compensation Program Due to changes to the Internal Revenue Code enacted in 2017, we are not able to deduct compensation over $1.0 million paid to certain of our executive officers. The Compensation Committee will approve compensation that may not be deductible where it believes it is in our and our stockholders’ best interests to do so. The Compensation Committee has reviewed and discussed the disclosure set forth above under the heading “Compensation Discussion and Analysis” with management and, based on such review and discussions, it has recommended to the Board that the “Compensation Discussion and Analysis” be included in this proxy statement and incorporated by reference into Lennar Corporation’s Annual Report on Form 10-K for the fiscal year ended November 30, 2024. Respectfully submitted by the Compensation Committee of the Board,
Other Compensation Practices
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(5) | Total ($) | | Stuart Miller | 2024 | 1,000,000 | — | 26,699,567 | 1,828,992 | 18,117 | 29,546,675 | | Executive Chairman | 2023 | 1,000,000 | — | 26,270,845 | 7,000,000 | 14,068 | 34,284,913 | | & Co-Chief Executive Officer | 2022 | 1,000,000 | — | 26,499,994 | 7,000,000 | 427,100 | 34,927,094 | | Jonathan M. Jaffe | 2024 | 800,000 | — | 23,374,974 | 872,946 | 38,886 | 25,086,806 | | Co-Chief Executive Officer | 2023 | 800,000 | — | 22,999,640 | 5,306,190 | 34,837 | 29,140,667 | | and President | 2022 | 800,000 | — | 23,199,948 | 6,000,000 | 33,035 | 30,032,983 | | Diane Bessette | 2024 | 750,000 | — | 3,267,906 | 3,000,000 | 38,866 | 7,056,772 | | Vice President and Chief Financial | 2023 | 750,000 | — | 3,230,346 | 3,000,000 | 21,545 | 7,001,891 | | Officer | 2022 | 750,000 | — | 2,250,595 | 3,000,000 | 20,235 | 6,020,830 | | Mark Sustana | 2024 | 500,000 | — | 1,550,259 | 1,400,000 | 18,117 | 3,468,376 | | Vice President, General Counsel | 2023 | 500,000 | — | 1,550,259 | 1,225,000 | 14,068 | 3,289,327 | | and Secretary | 2022 | 500,000 | — | 1,350,447 | 1,200,000 | 13,035 | 3,063,482 | | David Collins | 2024 | 325,000 | 50,000(4) | 950,471 | 900,000 | 18,117 | 2,243,588 | | Vice President, Controller | 2023 | 325,000 | — | 950,471 | 900,000 | 14,068 | 2,189,539 | | Jeff McCall(3) | 2024 | 750,000 | — | 1,760,389 | 0 | 18,117 | 2,528,506 | | Former Executive Vice President | 2023 | 750,000 | — | 1,740,157 | 3,000,000 | 14,068 | 5,504,225 | | | 2022 | 750,000 | — | 1,750,862 | 2,625,000 | 13,035 | 5,138,897 |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table provides information about cash (non-equity) and equity incentive compensation awarded to our named executive officers with regard to fiscal 2024. The cash awards were granted under Lennar’s 2016 Incentive Compensation Plan and the equity awards were granted under Lennar’s 2016 Equity Plan.
Grants of Plan-Based Awards
| | | | Estimated possible payouts under non-equity incentive plan awards | | Estimated future payouts under equity incentive plan awards(6) (7) | | | All other stock awards: number of Shares of stock (#) | Grant date fair Value of stock awards ($)(9) | | Name | Type of award | Grant date | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Stuart Miller | AIC | — | — | 7,000,000(1) | — | — | — | — | — | | | PS/RS | 1/8/2024 | — | — | 37,272 | 124,240 | 248,480 | 53,245(8) | 26,699,567 | | Jonathan M. Jaffe | AIC | — | — | 6,000,000(1) | — | — | — | — | — | | | PS/RS | 1/8/2024 | — | — | 32,631 | 108,770 | 217,540 | 46,615(8) | 23,374,974 | | Diane Bessette | AIC | — | 3,000,000(2) | 3,000,000(2) | — | — | — | — | — | | | PS/RS | 1/8/2024 | — | — | 3,265 | 10,884 | 21,768 | 10,884(8) | 3,267,906 | | Mark Sustana | AIC | — | 1,400,000(3) | 1,400,000(3) | — | — | — | — | — | | | RS | 1/8/2024 | — | — | — | — | — | 10,382(8) | 1,550,259 | | David Collins | AIC | — | 900,000(4) | 900,000(4) | — | — | — | — | — | | | RS | 1/8/2024 | — | — | — | — | — | 6,365(8) | 950,471 | | Jeff McCall | AIC | — | 3,000,000(5) | 3,000,000(5) | — | — | — | — | — | | | PS/RS(10) | 1/8/2024 | — | — | 1,759 | 5,863 | 11,726 | 5,863(8) | 1,760,389 |
Grants of Plan-Based Awards
| AIC - | Annual Cash Incentive Compensation |
Grants of Plan-Based Awards
| PS - | Performance Share Awards, shares of restricted stock/restricted stock units earned, if at all, based on achievement of performance goals over a three-year performance period |
Grants of Plan-Based Awards
Executive Compensation Grants of Plan-Based Awards
Grants of Plan-Based Awards
| RS - | Service-Based Restricted Shares, shares of restricted stock that vest in equal annual installments over three years |
Grants of Plan-Based Awards
| (1) Pursuant to the terms of their award agreements, Messrs. Miller and Jaffe could receive 0.20% and 0.15%, respectively, of Lennar’s fiscal 2024 Pretax Income after a 7.3% capital charge on tangible capital, and subject to a cash bonus cap of $7,000,000 and $6,000,000, respectively. Based on our fiscal 2024 Pretax Income, and after taking into account the capital charge on tangible capital and the cash bonus cap, Messrs. Miller and Jaffe were entitled to cash bonus payments of $6,828,309 and $5,121,231, respectively. However, as described further in “Compensation Discussion and Analysis—2024 Compensation Decisions—Annual Cash Incentive Compensation—2024 Annual Cash Incentive Decisions—Messrs. Miller and Jaffe,” after careful review and discussion of the Company’s fiscal 2024 performance with management, the Compensation Committee exercised its negative discretion to reduce the cash bonus for each of Messrs. Miller and Jaffe for fiscal year 2024. The amount of reduction was calculated for each of Mr. Miller and Mr. Jaffe by deducting from the amount that would have been payable had there been no such reduction (the “Pre-Reduction Bonus”), the product of (a) 15% and (b) the sum of the Pre-Reduction Bonus (i.e., $6,828,309 for Mr. Miller and $5,121,231 for Mr. Jaffe) plus the aggregate grant date fair value of the service-based and performance-based restricted stock awards that were granted to Mr. Miller and Mr. Jaffe, as applicable, on January 8, 2024 ($26,500,472 for Mr. Miller and $23,200,671 for Mr. Jaffe). This resulted in final earned bonuses of $1,828,992 for Mr. Miller and $872,946 for Mr. Jaffe. These final cash bonus amounts, which were paid in the first quarter of fiscal 2025, are also reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. There was no threshold and no target. |
Grants of Plan-Based Awards
| (2) Ms. Bessette had the opportunity to earn a maximum award of up to 400% of base salary based on specified performance criteria. The amount paid to Ms. Bessette with regard to fiscal 2024 was $3,000,000 and is reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. There was no threshold. |
Grants of Plan-Based Awards
| (3) Mr. Sustana had the opportunity to earn a maximum award of up to 280% of base salary based on specified performance criteria. The amount paid to Mr. Sustana with regard to fiscal 2024 was $1,400,000 and is reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. There was no threshold. |
Grants of Plan-Based Awards
| (4) Mr. Collins had the opportunity to earn a maximum award of up to $900,000 based on specified performance criteria. The amount paid to Mr. Collins with regard to fiscal 2024 was $900,000 and is reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. There was no threshold. |
Grants of Plan-Based Awards
| (5) Mr. McCall had the opportunity to earn a maximum award of up to 400% of base salary based on specified performance criteria. The amount paid to Mr. McCall with regard to fiscal 2024 was $0 and is reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. There was no threshold. As further described in “Compensation Discussion and Analysis—2024 Compensation Decisions—Annual Cash Incentive Compensation—2024 Annual Cash Incentive Decisions—Mr. McCall,” in determining the $0 amount paid to Mr. McCall, the Compensation Committee considered Mr. McCall’s transition to a non-executive role within the Company, effective as of June 20, 2024, which impacted his ability to meet the more executive nature of his performance criteria. |
Grants of Plan-Based Awards
| (6) Until the performance conditions have been met with respect to the performance share awards, dividends and dividend equivalent units on the performance share awards are accrued but not paid. If the performance conditions are met, the named executive officer is paid the accrued dividends and dividend equivalent units. If the performance conditions are not met and the shares are forfeited, the accrued dividends and dividend equivalent units also are forfeited. The performance-based restricted stock portion of the performance share awards may still be voted during the performance period. For restricted stock without performance conditions, the named executive officer is entitled to the dividends on, and can vote, unvested shares. |
Grants of Plan-Based Awards
| (7) The performance share awards will vest, if at all, only to the extent Lennar meets specific performance goals with respect to relative gross profit percentage, relative return on tangible capital, relative total stockholder return, and debt/EBITDA multiple over a three-year performance period. For each performance goal, there is a threshold, target, and maximum performance level. |
Grants of Plan-Based Awards
| (8) The shares of restricted stock granted to the NEO will vest in three equal annual installments on each of February 14, 2025, February 14, 2026, and February 14, 2027. The 53,245 shares granted to Mr. Miller, the 46,615 shares granted to Mr. Jaffe, the 10,884 shares granted to Ms. Bessette, and the 10,382 shares granted to Mr. Sustana include 19,992, 17,386, 3,326, and 3,132 shares of Class A common stock, respectively, that were surrendered to satisfy a withholding obligation due to the grant of the restricted stock. For a discussion of our equity plans’ retirement provisions and related withholding obligations, see “Compensation Discussion and Analysis—2024 Compensation Decision—Equity-Based Compensation.” |
Grants of Plan-Based Awards
| (9) The amounts in this column include the grant date fair value of the January 8, 2024 grant of service-based restricted stock, the grant date fair value of the target number of performance shares, and cash paid in lieu of fractional shares. The Company’s practice is to determine a targeted dollar value of the applicable award, convert that dollar value into a number of shares, and, to the extent there is any fractional share, pay that amount in cash. Messrs. Miller, Jaffe, Sustana, Collins, and McCall and Ms. Bessette received cash in lieu of fractional shares in the amounts of $186.55, $136.15, $122.08, $112.35, $184.94, and $283.92, respectively. The table below shows the total grant date fair values of the performance share awards granted on January 8, 2024 if the threshold number of shares, or the maximum number of shares that potentially could be earned, were used instead of the target. |
Grants of Plan-Based Awards
| Name | Threshold ($) | Target ($) | Maximum ($) | | Stuart Miller | 5,624,811 | 18,749,369 | 37,498,738 | | Jonathan M. Jaffe | 4,924,426 | 16,414,753 | 32,829,505 | | Diane Bessette | 492,759 | 1,642,532 | 3,285,063 | | Mark Sustana | — | — | — | | David Collins | — | — | — | | Jeff McCall | 265,440 | 884,800 | 1,769,600 |
Grants of Plan-Based Awards
| (10) While Mr. McCall transitioned to a non-executive role as of June 20, 2024, his equity awards remain outstanding and eligible to vest in accordance with their existing terms, as disclosed in the Form 8-K filed with the SEC on June 24, 2024. |
Grants of Plan-Based Awards
Executive Compensation Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides information concerning the outstanding equity awards of Class A common stock held by each named executive officer at our fiscal year ended November 30, 2024. Each grant of an equity award is shown separately for each named executive officer.
Outstanding Equity Awards at Fiscal Year-End
| Name | Stock Award Grant Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)(2) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(1) | | Stuart Miller | 2/28/2022 | 21,280(3) | 3,711,019 | 210,520(6) | 36,712,583 | | | 11/17/2022 | — | — | 178,128 | 31,063,742 | | | 2/28/2023 | 33,228(4) | 5,794,631 | 383,510 | 66,880,309 | | | 1/8/2024 | 33,253(5) | 5,798,991 | 248,480 | 43,332,427 | | | | 87,761 | 15,304,641 | 1,020,638 | 177,989,061 | | Jonathan M. Jaffe | 2/28/2022 | 18,678(3) | 3,257,256 | 184,780(6) | 32,223,784 | | | 11/17/2022 | — | — | 154,940 | 27,019,987 | | | 2/28/2023 | 29,092(4) | 5,073,354 | 335,750 | 58,551,443 | | | 1/8/2024 | 29,229(5) | 5,097,245 | 217,540 | 37,936,801 | | | | 76,999 | 13,427,856 | 893,010 | 155,732,014 | | Diane Bessette | 2/28/2022 | 2,531(3) | 441,381 | 25,040(6) | 4,366,726 | | | 2/28/2023 | 6,793(4) | 1,184,631 | 33,600 | 5,859,504 | | | 1/8/2024 | 7,558(5) | 1,318,040 | 21,768 | 3,796,122 | | | | 16,882 | 2,944,052 | 80,408 | 14,022,351 | | Mark Sustana | 2/28/2022 | 3,038(3) | 529,797 | — | — | | | 2/28/2023 | 6,480(4) | 1,130,047 | — | — | | | 1/8/2024 | 7,250(5) | 1,264,328 | | | | | | 16,768 | 2,924,172 | — | — | | David Collins | 2/28/2022 | 3,154(3) | 550,026 | — | — | | | 2/28/2023 | 6,550(4) | 1,142,255 | — | — | | | 1/8/2024 | 6,365(5) | 1,109,992 | | | | | | 16,069 | 2,802,273 | — | — | | Jeff McCall | 2/28/2022 | 3,247(3) | 566,244 | 19,480(6) | 3,397,117 | | | 2/28/2023 | 6,033(4) | 1,052,095 | 18,100 | 3,156,459 | | | 1/8/2024 | 5,863(5) | 1,022,449 | 11,726 | 2,044,897 | | | | 15,143 | 2,640,788 | 49,306 | 8,598,473 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Based on stock price of $174.39 for the Class A common stock, which was the closing price of the stock on November 29, 2024. |
Outstanding Equity Awards at Fiscal Year-End
| (2) These performance share awards are subject to performance-based vesting conditions measured over a three-year performance period and vest on the date on which the Compensation Committee certifies the achievement of the relevant performance goals following the completion of the applicable three-year performance period. For the performance share awards granted on February 28, 2022 and November 17, 2022 (together, the “2022 Grant”), the three-year performance period commenced on December 1, 2021 and ended on November 30, 2024. For the performance share awards granted on February 28, 2023, the three-year performance period commenced on December 1, 2022 and ends on November 30, 2025. For the performance share awards granted on January 8, 2024, the three-year performance period commenced on December 1, 2023 and ends on November 30, 2026. The performance share awards were granted at target but the table shows the maximum number of Class A common stock that potentially could be earned in respect of the performance share awards (rather than the target number). |
Outstanding Equity Awards at Fiscal Year-End
| (3) The restricted stock vested on February 14, 2025. Mr. Miller’s, Mr. Jaffe’s, Ms. Bessette’s, and Mr. Sustana’s 21,280, 18,678, 2,531, and 3,038 shares of Class A common stock, respectively, do not include the 13,807, 12,119, 1,642, and 1,971 shares of Class A common stock, respectively, that were surrendered to satisfy withholding obligations. For a discussion of our equity plans’ retirement provisions and related withholding obligations, see “Compensation Discussion and Analysis—2024 Compensation Decisions—Equity-Based Compensation.” |
Outstanding Equity Awards at Fiscal Year-End
| (4) The restricted stock will vest in two equal installments on February 14, 2025 and February 14, 2026. Mr. Miller’s, Mr. Jaffe’s, Ms. Bessette’s, and Mr. Sustana’s 33,228, 29,092, 6,793, and 6,480 shares of Class A common stock, respectively, do not include 21,559, 18,875, 4,407, and 4,204 shares of Class A common stock, respectively, that were surrendered to satisfy a withholding obligation due to the grant of the restricted stock. |
Outstanding Equity Awards at Fiscal Year-End
| (5) The restricted stock will vest in three equal installments on February 14, 2025, February 14, 2026, and February 14, 2027. Mr. Miller’s, Mr. Jaffe’s, Ms. Bessette’s, and Mr. Sustana’s 33,253, 29,229, 7,558, and 7,250 shares of Class A common stock, respectively, do not include the 19,992, 17,386, 3,326, and 3,132 shares of Class A common stock, respectively, that were surrendered to satisfy withholding obligations. |
Outstanding Equity Awards at Fiscal Year-End
| (6) For the 2022 Grant, the three-year performance period ended on November 30, 2024, but those awards remained outstanding and unvested as of November 30, 2024 because the peer group performance information necessary to determine Company’s relative performance with respect to certain metrics is not fully available until February 2025, and then the shares earned need to be certified by the Compensation Committee. The Compensation Committee is expected to certify the performance results and vesting in late February 2025. |
Outstanding Equity Awards at Fiscal Year-End
Executive Compensation Option Exercises and Stock Vested
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table provides information concerning the vesting of restricted Class A common stock and the value realized on such vesting on an aggregated basis during the fiscal year ended November 30, 2024, for each of the named executive officers. None of our named executive officers have stock options relating to our Class A or Class B common stock.
Option Exercises and Stock Vested
| | Stock Awards | | | Name | Number of Class A Shares Vesting (#)(1)(2) | Value Realized on Vesting ($)(3) | | Stuart Miller | 211,906 | 32,505,137 | | Jonathan M. Jaffe | 183,002 | 28,070,774 | | Diane Bessette | 33,027 | 5,065,204 | | Mark Sustana | 12,308 | 1,879,550 | | David Collins | 9,843 | 1,514,542 | | Jeff McCall | 28,448 | 4,375,987 |
Option Exercises and Stock Vested
| (1) Of these amounts, shares of Class A common stock were withheld to cover tax withholding obligations as follows: Mr. Miller, 74,386 shares; Mr. Jaffe, 64,965 shares; Ms. Bessette, 11,723 shares; Mr. Sustana, 3,132 shares; Mr. Collins, 3,789 shares; and Mr. McCall, 12,604 shares. With respect to Mr. Miller, Mr. Jaffe, Ms. Bessette, and Mr. Sustana, Lennar withheld the shares when he or she became retirement-eligible under the 2016 Equity Plan, or if later, when they were granted to him or her. For a discussion of the 2016 Equity Plan’s retirement provisions and related withholding obligations, see “Compensation Discussion and Analysis—2024 Compensation Decisions—Equity-Based Compensation.” |
Option Exercises and Stock Vested
| (2) This number does not include the 2022 Grant with a three-year performance period ending November 30, 2024, because those awards remain outstanding and unvested until peer group performance information necessary to determine our relative performance with respect to certain metrics is available in February 2025. The Compensation Committee is expected to certify the performance results and vesting in late February 2025. |
Option Exercises and Stock Vested
| (3) Calculated based on the closing price of Class A common stock on the applicable vesting dates: January 8, 2024: 149.31; February 14, 2024: $153.87; and February 28, 2024: $153.80. |
Potential Payments upon Termination after Change in Control
Potential Payments upon Termination after Change in Control Our named executive officers do not have employment agreements or severance agreements and are not subject to any severance plans or policies. Consequently, the only potential payments and benefits they would receive upon a change in control would be the accelerated vesting of their restricted stock. Pursuant to the 2016 Equity Plan, unvested restricted stock will vest if there is a Change in Control (as defined in the 2016 Equity Plan) and, within twenty-four months after the Change in Control, (i) Lennar terminates the employment of the executive without Cause, or (ii) the executive terminates employment with Lennar for Good Reason (as such capitalized terms are defined in the 2016 Equity Plan and reproduced below). The value of accelerated vesting if a hypothetical Change in Control and qualifying termination had occurred on November 30, 2024, is set forth in the table below:
Potential Payments upon Termination after Change in Control
| Name | Value of Acceleration as of November 30, 2024 ($)(1) | | Stuart Miller | 104,299,171(2)(3) | | Jonathan M. Jaffe | 91,293,863(2)(3) | | Diane Bessette | 9,955,228(2)(3) | | Mark Sustana | 2,924,172(2) | | David Collins | 2,802,273 | | Jeff McCall | 6,940,024(3) |
Potential Payments upon Termination after Change in Control
| (1) The value of the accelerated restricted stock is the product of the closing price of Lennar’s Class A common stock on November 29, 2024 ($174.39) and the number of shares of unvested Class A restricted stock as of November 30, 2024. |
Potential Payments upon Termination after Change in Control
| (2) With respect to Mr. Miller, Mr. Jaffe, Ms. Bessette and Mr. Sustana, the amount does not include the value of shares that were surrendered to satisfy a withholding obligation due to the grant of the restricted stock. For a discussion of our equity plans’ retirement provisions and related withholding obligations, see “Compensation Discussion and Analysis—2024 Compensation Decisions—Equity-Based Compensation.” |
Potential Payments upon Termination after Change in Control
| (3) Includes 510,319; 446,505; 40,204; and 24,653 shares of Class A common stock, which is reflective of the target number of restricted stock subject to performance-based vesting conditions that were granted to Mr. Miller, Mr. Jaffe, Ms. Bessette and Mr. McCall, respectively. |
Potential Payments upon Termination after Change in Control
Executive Compensation Potential Payments upon Termination after Change in Control The definitions of “Change in Control,” “Cause” and “Good Reason” pursuant to the 2016 Equity Plan are below: “Change in Control” means (i) a sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of our assets to any person or group of related persons (as that term is defined for purposes of Section 13(d) of the Exchange Act), other than a transaction with a majority-owned subsidiary of ours or a transaction in which the common stock that is outstanding immediately before the transaction constitutes, or entitles the holders to receive, a majority of the shares of the purchaser that are outstanding immediately after the transaction; (ii) the approval by the holders of our capital stock of any plan or proposal for the liquidation or dissolution of Lennar; (iii) the acquisition by any person or group (other than one or more of the wife, or lineal descendants of the late Leonard Miller, or trusts or entities of which they own a majority of the beneficial interests) of beneficial ownership (determined as provided in the rules under Section 13 of the Exchange Act) of more than 50% in voting power of the outstanding common stock; or (iv) a majority of the members of the Board being persons who were not Directors on the effective date of the 2016 Equity Plan and whose election, or nomination for election, was not approved by a vote of at least a majority of the members of the Board of Directors who either were members of the Board on the effective date of the plan or whose election, or nomination for election, to the Board was approved by such a majority. “Cause” means, unless otherwise provided in the participant’s award agreement, the participant’s: (i) engaging in willful or gross misconduct or willful or gross neglect; (ii) repeatedly failing to adhere to the directions of superiors or the Board or the written policies and practices of Lennar or its subsidiaries or its affiliates; (iii) commission of a felony or a crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any crime involving Lennar or its subsidiaries, or any affiliate thereof; (iv) fraud, misappropriation or embezzlement; (v) material breach of his or her employment agreement (if any) with Lennar or its subsidiaries or its affiliates; (vi) acts or omissions constituting a material failure to perform substantially and adequately his or her assigned duties; (vii) commission of an illegal act detrimental to Lennar or its subsidiaries or its affiliates; (viii) repeated failure to devote substantially all of his or her business time and efforts to Lennar if required by the terms of an employment agreement; or (ix) violation of any Lennar rule or policy that states that violations may result in termination of employment. If at any time the participant is subject to an effective employment agreement with Lennar, then, in lieu of the foregoing definition, “Cause” will have the meaning with respect to that participant as may be specified in such employment agreement. “Good Reason” means, with respect to a participant who is an employee of Lennar or one or more of its subsidiaries, (i) a reduction in the participant’s base salary (other than a reduction of not greater than 10% that applies to all executives of a comparable level); (ii) a reduction in the participant’s target cash annual incentive opportunity; (iii) a material reduction in the aggregate value of the participant’s benefits under applicable employee benefit plans, programs and policies; (iv) a material diminution in the participant’s reporting relationship, title or responsibilities; or (v) a requirement by Lennar or its subsidiary to which the participant does not consent that the participant move the principal place of business at or from which the participant works by more than 50 miles, if such relocation results in an increase in the participant’s daily commute by more than 10 miles each way. CEO Pay Ratio
CEO Pay Ratio
CEO Pay Ratio As required by SEC rules, we are providing the following information about the ratio of the annual total compensation of our Executive Chairman and Co-Chief Executive Officer, Stuart Miler, and our Co-Chief Executive Officer and President, Jonathan Jaffe, to that of our median associate. To determine the median of the annual total compensation of all our associates (other than our Executive Chairman and Co-Chief Executive Officer and our Co-Chief Executive Officer and President), we selected November 30, 2024, the last day of our fiscal year, as the determination date for identifying the median associate. For purposes of identifying the median compensation , we considered the W-2 wages of all full-time, part time, seasonal and temporary associates of Lennar Corporation and its consolidated subsidiaries during the twelve-month period ended November 30, 2024. We analyzed the W-2 wages of all associates, whether employed on a full-time, part-time, or temporary basis as of November 30, 2024. We annualized the wages of permanent full-or part-time associates who started after the beginning of the fiscal year. Using this methodology, we determined that the associate who received the median total compensation (excluding our Executive Chairman and Co-Chief Executive Officer and our Co-Chief Executive Officer and President) was a Construction Manager. That associate received total compensation of $96,548 for the year ended November 30, 2024, calculated in accordance with the requirements of Item 402(c)(2) (x) of SEC Regulation S-K, which includes base pay, cash bonus, and Lennar’s matching contribution to the associate’s 401(k) plan. This calculation is the same calculation used to determine total compensation for purposes of the 2024 Summary Compensation Table with respect to each of the named executive officers. Mr. Miller’s annual total compensation as reported in the 2024 Summary Compensation Table was $29,546,675. Accordingly, for 2024, the ratio of Mr. Miller’s compensation to the compensation of the median associate was 306 to 1. Mr. Jaffe’s annual total compensation as reported in the 2024 Summary Compensation Table was $25,086,806. Accordingly, for 2024, the ratio of Mr. Jaffe’s compensation to the compensation of the median associate was 260 to 1. Because of the complexity of determining the median of the annual compensation of all our associates, the pay ratio disclosure presented above is an estimate, but we believe that estimate is reasonable. Because the SEC rules for identifying the median associate and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates, and assumptions, the pay ratio we disclose may not be comparable to the pay ratios reported by some other companies.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”), and the average compensation of our Non-PEO named executive officers (“Non-PEO NEOs”) and Company performance for the fiscal years listed below.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for First PEO 1 ($) | Summary Compensation Table Total for Second PEO 1 ($) | Summary Compensation Table Total for Third PEO 1 ($) | Compensation Actually Paid to First PEO 1,2,3 ($) | Compensation Actually Paid to Second PEO 1,2,3 ($) | Compensation Actually Paid to Third PEO 1,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs 1 ($) | Average Compensation Actually Paid to Non-PEO NEOs 1,2,3 ($) | Value of Initial Fixed $100 Investment based on: 4 | | Net Income ($ Millions) | Pretax Income ($ Millions) 5 | | | | | | | | | | | Total Shareholder Return (“TSR”) ($) | Peer Group TSR ($) | | | | 2024 | — | 25,086,806 | 29,546,675 | — | 24,747,900 | 29,216,181 | 3,824,311 | 4,703,030 | 242.97 | 230.38 | 3,933 | 5,150 | | 2023 | 43,807,563 | 29,140,667 | 34,284,913 | (714,918) | 62,138,860 | 72,458,683 | 4,496,245 | 6,701,147 | 175.95 | 160.51 | 3,939 | 5,180 | | 2022 | 30,447,048 | 30,032,983 | — | 33,989,081 | 34,618,820 | — | 12,287,576 | 12,862,760 | 119.19 | 110.92 | 4,614 | 5,980 | | 2021 | 34,045,217 | 34,045,217 | — | 57,303,560 | 53,539,484 | — | 13,029,166 | 21,327,286 | 139.95 | 136.32 | 4,430 | 5,793 |
Pay Versus Performance Disclosure
| 1. | Rick Beckwitt (“First PEO”) was our Co-PEO from November 2020 until his retirement in September 2023. Jonathan M. Jaffe (“Second PEO”) was our Co-PEO for each year presented. Stuart Miller (“Third PEO”) was our Co-PEO from September 2023 to present. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
Pay Versus Performance Disclosure
| 2021-2022 | 2023-2024 | | Stuart Miller | Diane Bessette | | Diane Bessette | Jeff McCall | | Jeff McCall | Mark Sustana | | Mark Sustana | David Collins |
Pay Versus Performance Disclosure
| 2. | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
Pay Versus Performance Disclosure
| 3. | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards column set forth in the Summary Compensation Table. |
Pay Versus Performance Disclosure
Second PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation
Pay Versus Performance Disclosure
| | | 2024 | | | Summary Compensation Table Total ( $ ) | (A) | | 25,086,806 | | Exclusion of Stock Awards ($) | | ($ | 23,374,974) | | Total Deductions from Summary Compensation Table ($) | (B) | ($ | 23,374,974) | | Increase for Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($) | | | 22,538,483 | | Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($) | | ($ | 6,456,463) | | Increase for Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($) | | | 2,595,904 | | Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($) | | | 4,358,144 | | Total Adjustments ( $ ) | (C) | | 23,036,068 | | Compensation Actually Paid ( $ ) | (A) + (B) + (C) | | 24,747,900 |
Pay Versus Performance Disclosure
Third PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation
Pay Versus Performance Disclosure
| | | 2024 | | | Summary Compensation Table Total ( $ ) | (A) | | 29,546,675 | | Exclusion of Stock Awards ($) | | ($ | 26,699,567) | | Total Deductions from Summary Compensation Table ($) | (B) | ($ | 26,699,567) | | Increase for Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($) | | | 25,720,573 | | Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($) | | ($ | 7,387,033) | | Increase for Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($) | | | 2,985,006 | | Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($) | | | 5,050,527 | | Total Adjustments ($) | (C) | | 26,369,073 | | Compensation Actually Paid ( $ ) | (A) + (B) + (C) | | 29,216,181 |
Pay Versus Performance Disclosure
Non-PEO NEOs Average Summary Compensation Table Total to Average Compensation Actually Paid Reconciliation
Pay Versus Performance Disclosure
| | | 2024 | | | Summary Compensation Table Total ($) | (A) | | 3,824,311 | | Exclusion of Stock Awards ($) | | ($ | 1,882,257) | | Total Deductions from Summary Compensation Table ($) | (B) | ($ | 1,882,257) | | Increase for Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($) | | | 1,861,314 | | Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($) | | | 150,178 | | Increase for Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($) | | | 241,061 | | Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($) | | | 508,423 | | Total Adjustments ($) | (C) | | 2,760,976 | | Compensation Actually Paid ( $ ) | (A) + (B) + (C) | | 4,703,030 |
Pay Versus Performance Disclosure
| 4. | The Peer Group TSR set forth in this table utilizes the Dow Jones U.S. Home Construction Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended November 30, 2024. The comparison assumes $100 was invested for the period starting November 30, 2020, through the end of the listed year in the Company and in the Dow Jones U.S. Home Construction Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |
Pay Versus Performance Disclosure
| 5. | We determined Pretax Income (as defined in “Compensation Discussion and Analysis—2024 Compensation Decisions—Annual Cash Incentive Compensation” of this proxy statement) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2024. We may determine a different financial performance measure to be the most important financial performance measure in future years. |
Pay Versus Performance Disclosure
Relationship Between Compensation Actually Paid, Company TSR, and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the four most recently completed fiscal years, and the Peer Group TSR over the same period. Relationship Between Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years. Relationship Between Compensation Actually Paid and Pretax Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Pretax Income during the four most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEOs and other NEOs for 2024 to Company performance. The measures in this table are not ranked.
Pay Versus Performance Disclosure
| Pretax Income | | Relative Gross Profit Percentage | | Relative Return on Tangible Capital | | Relative Total Shareholder Return | | Debt to EBITDA Ratio |
Pay Versus Performance Disclosure
The Audit Committee of the Board of Directors has appointed Deloitte & Touche LLP (“D&T”) to continue to serve as our independent registered public accounting firm for the fiscal year ended November 30, 2025, and the Board has directed that management submit this appointment for ratification by the stockholders at the Annual Meeting. D&T has been Lennar’s independent public accounting firm since 1994. The Audit Committee believes that the continued retention of D&T as Lennar’s independent registered public accounting firm is in the best interests of Lennar and its stockholders. Neither Lennar’s By-Laws nor any other governing documents or law require stockholder ratification of the selection of Lennar’s independent registered public accounting firm. However, the Board believes that seeking stockholder ratification of this appointment is good corporate practice. If our stockholders fail to ratify the appointment, the Audit Committee will reconsider whether to retain D&T. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of Lennar and its stockholders. We expect a representative of D&T to attend the Annual Meeting. The representative will have an opportunity to make a statement and also will be available to respond to appropriate questions.
Pre-Approval Policies and Procedures for Audit and Permitted Non-Audit Services
Lennar Corporation also has a weak role for its lead director. The Lennar lead director has hardly any duties unless the Board of Directors is headless with no Chairman (according to the Lennar bylaws). Plus the current so-called lead director, at age 87, has been in that role for 20-years (entrenchment issue) and sits on 2 Lennar Board Committees. Another Lennar director is age 81 and also sits on 2 Lennar Board Committees including Chairmanship of the Audit Committee, perhaps the most important Board Committee. Additionally, the age 81 director sits on 2 outside boards. Please vote yes: Independent Board Chairman—Proposal 4 Our Board recommends a vote AGAINST this proposal for the reasons set forth below. The proposal’s rigid and prescriptive approach to board leadership is not the practice of many companies in the S&P 500. While a number of S&P 500 companies have separated the roles of Chief Executive Officer and Chairman, not all of those companies have adopted an inflexible policy mandating the separation of Chairman and Chief Executive Officer roles, no matter the situation. Furthermore, according to the 2024 Spencer Stuart Board Index, approximately 61% of companies in the S&P 500 do not have an independent Chairman and 40% combine the Chief Executive Officer and Chairman roles. A flexible leadership structure is most effective for Lennar and our stockholders. Lennar does not have a formal policy requiring that the positions of Chairman and Chief Executive Officer be separated or requiring that the position of Chairman be filled only by an independent director. Instead, our Board has the freedom to decide whether the roles of Chairman and Chief Executive Officer should be separate, based on what it believes is in the best interests of the Company and its stockholders. We believe that Lennar and its stockholders benefit from this flexibility, and that the Board is best positioned to make this determination, given its knowledge of our leadership team, strategic goals, opportunities, and challenges, as well as the expertise and experience of our directors. The Board believes that Lennar and its stockholders are best served when leadership choices are made by the Board on a case-by-case basis, rather than be dictated by a predetermined policy. This approach provides the Board with the necessary flexibility to determine whether the positions should be held by the same person or by separate persons based on our leadership needs at any particular time. Adopting a policy to restrict the Board’s discretion in selecting the Chairman, as well as restricting the ability to combine the positions of Chairman and Chief Executive Officer, would deprive the Board of the ability to select the most qualified and appropriate individual to lead the Board as Chairman regardless of what the Board believes to be in the best interests of Lennar and its stockholders. While our Board believes that there may be circumstances which warrant separation of our Chairman and Chief Executive Officer roles, our Board currently believes that it is in the best interests of our Company and its stockholders for the roles of our Executive Chairman and Co-Chief Executive Officer to be combined. Mr. Miller has invaluable experience and expertise in the real estate industry and has worked at Lennar for over four decades. His dedication to the Company and to the success of the business and its associates is clearly demonstrated in the many achievements he has earned throughout his various roles at the Company. Our Board believes that Mr. Miller’s extensive knowledge of our Company, its operations and its strategic plans allow him to provide effective leadership in his role as Executive Chairman and Co-Chief Executive Officer. The Board has a strong independent Lead Director to provide independent oversight and balance. Our By-Laws provide that the independent directors will elect one of their number to serve as the Lead Director. The Lead Director presides at all meetings of our independent directors. The Lead Director’s additional duties, which are listed in our By-Laws, include: