DEF 14A of Lennar Corp /New/
Filed Feb 26, 2026 · FY20250001193125-26-073504
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(2) | | Amy Banse | | 2021 | | | | | | | Theron (Tig) Gilliam | | 2010 | | | | | | | Sherrill W. Hudson | | 2008 | | | | | | | Teri P. McClure | | 2013 | | | | | | | Stuart Miller(1) | | 1990 | | | | | | | Armando Olivera | | 2015 | | | | | | | Dacona Smith | | 2023 | | | | | | | Jeffrey Sonnenfeld | | 2005 | | | | | | | Serena Wolfe | | 2023 | | | | | | | Meetings in fiscal 2025 | | | 11 | 4 | 4 | 0 | 0 |
Directors
Chair
Directors
| * Audit committee financial expert |
Directors
| (1) Executive Chair since 2018. |
Directors
| (2) The Independent Directors Transactions Committee was dissolved in April 2025. Committee membership and meeting numbers in the table above reflect the period from December 1, 2024 to April 9, 2025, when the committee was dissolved. |
Compensation Highlights
| Name | Salary ($) | Stock Awards ($) | Annual Cash Incentive Awards ($) | Total ($) | | Stuart Miller | 1,000,000 | 25,743,051 | 2,766,481 | 29,509,532 | | Executive Chairman and Chief Executive Officer | | | | | | Jonathan M. Jaffe(1) | 800,000 | 22,537,564 | 0 | 23,337,564 | | Former Co-Chief Executive Officer and President | | | | | | Diane Bessette | 750,000 | 4,653,485 | 2,850,000 | 8,253,485 | | Vice President and Chief Financial Officer | | | | | | Katherine Lee Martin(2) | 147,945 | 5,971,533 | 1,900,000 | 8,019,478 | | Chief Legal Officer and Corporate Secretary | | | | | | David Collins | 350,000 | 1,000,471 | 902,500 | 2,252,971 | | Vice President and Controller | | | | | | Mark Sustana(1) | 376,712 | 1,550,259 | 0 | 1,926,971 | | Former Vice President, General Counsel and Secretary | | | | |
Nominees for Election
Nominees for Election
Nominees for Election
| | | | | | Amy Banse Age: 66 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: 61 Director Since: 2010 Independent | Committees • Audit (financial expert) • Compensation Other Boards • previously, 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: 83 Director Since: 2008 Independent | Committees • Audit (chair, financial expert) • Compensation Other Boards • American Coastal Insurance Corporation • previously, CBIZ |
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
| | | | | | Teri P. McClure Age: 62 Director Since: 2013 Independent | Committees • Compensation (chair) • Nominating and Corporate Governance Other Boards • Fluor Corporation • JetBlue Airways Corporation • previously, GMS Inc. |
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. 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.
Professional Experience
| | | | | | Stuart Miller Age: 68 Director Since: 1990 Executive Chairman Since: 2018 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. He currently serves as our Executive Chairman and Chief Executive Officer. Previously, Mr. Miller served as our Chief Executive Officer from 1997 to April 2018 and as our President from 1997 to April 2011. Before 1997, Mr. Miller held various executive positions with us.
Qualifications
Qualifications The Board nominated Mr. Miller to serve as a director because he has extensive knowledge of the homebuilding industry and his decades of executive leadership experience with our Company. Mr. Miller brings deep institutional knowledge and strategic insight that contribute meaningfully to the Board’s oversight of the Company’s long-term strategy and future priorities.
Qualifications
| | | | | | Armando Olivera Age: 76 Director Since: 2015 Lead Director Since: 2024 Independent | Committees • Audit (financial expert) • Nominating and Corporate Governance • Executive Other Boards • previously, Consolidated Edison, Inc. • previously, 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. From 2014 to 2025, Mr. Olivera was a Director of Consolidated Edison, Inc., where he served as the Chair of the Safety Environmental Operations and Sustainability Committee and as a member of the Audit, Finance and Executive Committees. From 2012 to 2025, Mr. Olivera also served as a Director of Fluor Corporation where he was the Chair of the Commercial Strategies and Operational Risk Committee and a member of the Executive, Governance and Audit Committees. 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, Cornell Presidential Councillor, as well as a member of the Advisory Council at the Cornell Atkinson Center for Sustainability. 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.
Professional Experience
| | | | | | Dacona Smith Age: 53 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.
Qualifications
Qualifications The Board nominated Mr. Smith to serve as a director because of his expertise in matters relating to the retail industry, as well as his strong operational capabilities and executive leadership experience.
Qualifications
| | | | | | Jeffrey Sonnenfeld Age: 71 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: 46 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.
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 2025, in response to feedback from Frederic W. Cook & Company, Inc. (“FW Cook”), an independent management compensation consulting firm engaged by the Compensation Committee to assist with executive compensation matters, that our Compensation Committee Chair’s compensation was lower than that of our peers, we increased the annual retainer for the Compensation Committee Chair from $20,000 to $25,000 effective beginning in fiscal 2025. In fiscal 2025, our compensation program for the non-management directors consisted of the following types and levels of compensation:
Director Compensation
| Type of pay | Amount ($) | 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 | $25,000 | 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) The number of shares of Class A common stock granted is based on the closing price of the stock on the date of grant, April 9, 2025 ($108.66). |
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. See “Director Compensation—Impact of the Millrose Spin-Off on Director Equity Awards” in this proxy statement for information on how director equity awards were treated in connection with the Millrose Spin-Off on February 7, 2025. 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 2025, each of Messrs. Hudson, Olivera, Sonnenfeld, and Lapidus (before his departure from the Board at the conclusion of the 2025 Annual Meeting) 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. See “Director Compensation—Impact of the Millrose Spin-Off on Director Equity Awards” in this proxy statement for information on how director phantom shares were treated in connection with the Millrose Spin-Off. 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, 2025.
Director Compensation
| Name | Aggregate Number of Class A Shares of Phantom Stock Held in Deferred Compensation Account at November 30, 2025(4) | | Tig Gilliam(1) | 46,086 | | Sherrill W. Hudson | 74,976 | | Teri P. McClure(2) | 24,097 | | Armando Olivera | 30,116 | | Jeffrey Sonnenfeld | 65,198 | | Sidney Lapidus(3) | 0 |
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
| (3) Mr. Lapidus’ deferred compensation account terminated as of his departure from the Board following the 2025 Annual Meeting, and the Company settled Mr. Lapidus’ account in accordance with the deferred compensation provisions of the director compensation program. |
Director Compensation
| (4) Includes phantom shares received in connection with the Millrose Spin-Off. See footnote 3 to the table below for the incremental phantom shares credited to each director’s deferred compensation account in connection with the Millrose Spin-Off. |
Director Compensation
The following table sets forth information regarding the compensation of our non-management directors for fiscal 2025. 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 31.
Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(1)(2) | All Other Compensation ($)(3) | Total ($) | | Amy Banse | 95,000 | 204,723 | 233 | 299,956 | | Tig Gilliam | 110,000 | 204,956 | 82,099 | 397,055 | | Sherrill W. Hudson | 115,000 | 204,956 | 131,342 | 451,298 | | Teri P. McClure(5) | 105,000 | 204,723 | 43,380 | 353,103 | | Armando Olivera | 180,000 | 204,956 | 52,723 | 437,679 | | Dacona Smith | 85,000 | 204,723 | 233 | 289,956 | | Jeffrey Sonnenfeld | 115,000 | 204,956 | 113,517 | 433,473 | | Serena Wolfe | 95,000 | 204,723 | 233 | 299,956 | | Sidney Lapidus(4) | 17,500 | 17,500 | 128,515 | 163,515 |
Director Compensation
| (1) Each of Messrs. Hudson, Olivera, Sonnenfeld, and Lapidus (before his departure from the Board at the conclusion of the 2025 Annual Meeting) decided to defer 100% of both the cash and stock portions of their annual retainer and committee fees. These amounts were credited in the form of phantom shares of Class A common stock to the directors’ respective deferred compensation accounts. Mr. Gilliam elected to terminate his participation in the deferred compensation program with respect to the cash portion of his Board and Committee fees, which termination became effective during the second quarter of fiscal 2022. However, as noted above, Mr. Gilliam continues to defer the stock portion of his Board and Committee fees. The table below sets forth, with respect to each participating director, such director’s deferred cash fees and deferred stock awards for fiscal 2025, as well as the phantom shares credited to such director’s account for fiscal 2025. |
Director Compensation
| Name | Deferred Cash Fees ($) | Deferred Stock Awards ($) | Phantom Shares Credited to Account | | Tig Gilliam | 0 | 70,000 | 1,283 | | Sherrill W. Hudson | 115,000 | 70,000 | 2,653 | | Armando Olivera | 180,000 | 70,000 | 2,511 | | Jeffrey Sonnenfeld | 115,000 | 70,000 | 2,499 | | Sidney Lapidus | 17,500 | 17,500 | 1,399 |
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 1,242 shares of Class A common stock that constitute the annual equity grant for all directors. The annual equity grant award was made on April 9, 2025 to each of Ms. Banse, Mr. Gilliam, Mr. Hudson, Ms. McClure, Mr. Olivera, Mr. Smith, Mr. Sonnenfeld, and Ms. Wolfe and had a grant date fair value of $108.66 per share. All of the foregoing shares were fully vested upon issuance, but 50% of the shares are subject to a two-year minimum holding period. |
Director Compensation
| (3) With respect to Ms. Banse, Mr. Smith, and Ms. Wolfe, the amount reflects cash in lieu of fractional shares relating to the quarterly annual retainer fees paid in stock. With respect to Ms. McClure, the amount includes both cash in lieu of fractional shares relating to the quarterly annual retainer fee paid in stock and dividend equivalents payable on phantom shares held in Ms. McClure’s deferred compensation account that were received prior to termination of the deferral election. With respect to Messrs. Gilliam, Hudson, Olivera, Sonnenfeld, and Lapidus, the amounts include dividend-equivalents payable on phantom shares held in the directors’ respective deferred compensation accounts. Deferred dividend equivalents are credited to the applicable director’s deferred compensation account in the form of additional phantom shares, calculated at the fair market value of a share of our Class A common stock on the dividend record dates. The table below sets forth the phantom shares credited to each participating director’s account from deferred dividend equivalents for fiscal 2025 and those received in connection with the Millrose Spin-Off. |
Director Compensation
| Name | Dividends Deferred ($) | Phantom Shares Credited to Account for Deferred Dividends | Phantom Sharesı Credited to Account in Connection with the Millrose Spin-Off | | Tig Gilliam | 82,099 | 707 | 3,378 | | Sherrill W. Hudson | 131,342 | 1,130 | 5,385 | | Teri P. McClure | 43,380 | 373 | 1,795 | | Armando Olivera | 52,723 | 454 | 2,115 | | Jeffrey Sonnenfeld | 113,517 | 977 | 4,647 | | Sidney Lapidus | 128,515 | 1,106 | 5,299 |
Director Compensation
| (4) Mr. Lapidus did not stand for re-election at the 2025 Annual Meeting. Accordingly, his fees earned with respect to fiscal 2025 have decreased relative to his fees earned with respect to fiscal 2024. |
Director Compensation
| (5) As further described in “Corporate Governance—Director Compensation” in this proxy statement, effective as of fiscal 2025, Teri P. McClure’s annual compensation as Chair of the Compensation Committee has increased from $20,000 to $25,000. Accordingly, her fees earned with respect to fiscal 2025 have increased relative to her fees earned with respect to fiscal 2024. |
Director Compensation
Impact of the Millrose Spin-Off on Director Equity Awards On February 7, 2025, we successfully completed the Millrose Spin-Off. In connection with the Millrose Spin-Off and pursuant to the terms and conditions of our 2016 Equity Plan, non-management directors holding unvested restricted stock awards received shares of Millrose common stock giving effect to the Millrose Spin-Off distribution ratio of one share of Millrose common stock for every two shares of Lennar common stock held (the “Spin-Off Distribution Ratio”). The Millrose shares received by directors in connection with the Millrose Spin-Off are not subject to the same transfer restrictions as the related shares of Lennar common stock. For those non-management directors with amounts deferred pursuant to the Company’s deferred compensation program, their deferred compensation accounts were credited with additional phantom shares in an amount equal to the value of the shares of Millrose common stock that would have been delivered with respect to each Lennar phantom share held in such account if such Lennar phantom shares had been outstanding Lennar common stock after giving effect to the Spin-Off Distribution Ratio. Fiscal 2026 Changes to Director Compensation Program In September 2025, changes to the compensation program for the non-management directors of the Board were recommended by FW Cook and approved by the Compensation Committee and the Board, effective as of December 1, 2025 (the first day of the Company’s 2026 fiscal year). These changes were intended to simplify the compensation program and align director compensation with current market best practices. The approved changes were as follows:
Director Compensation
| • | An increase in the annual fiscal year equity grant from $135,000 (which was previously paid in fully vested Class A common stock, half of which had certain transfer restrictions for a two-year period following the grant date) to $205,000 (to be paid in restricted stock units, each with a one-year service-based vesting condition); |
Director Compensation
| • | A reduction in the annual fiscal year director retainer from $140,000 (which was previously paid 50% in cash and 50% in the Company’s Class A common stock) to $70,000 (to be paid 100% in cash); and |
Director Compensation
| • | A revision to the compensation deferral mechanics to provide directors with the option, for deferral elections made during fiscal 2025 with respect to fiscal 2026 compensation and thereafter, to defer payments of cash and/or annual fiscal year equity grants into fully vested deferred stock units equal to the value of the cash fee or number of restricted stock units, as applicable, which will be settled in shares of Class A common stock upon separation from service. |
Director Compensation
In addition, the administration of deferred compensation changed from a calendar-year basis to a fiscal-year basis to align deferrals with fiscal year director compensation and to allow deferral elections in respect of a given fiscal year’s compensation to take effect at the start of such fiscal year while remaining legally compliant. 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 six 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, advisory basis, on the compensation of our named executive officers. This vote is commonly referred to as “say-on-pay.” At the 2026 Annual Meeting, we will ask our stockholders to approve, on an advisory basis, the fiscal 2025 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 our Company’s success is attributable in substantial part to the talent, experience and dedication of our executives. Therefore, our executive compensation program is designed to attract, retain, and motivate high-quality, experienced executives who can help us achieve our short-term and long-term business objectives and strategic priorities. We believe our executive compensation program appropriately balances responsible, measured pay practices with effective incentives that align executive performance with stockholder value creation. As described in the CD&A, this balance is achieved through a combination of short-term and long-term compensation components—both fixed and variable—with a meaningful percentage of NEO compensation tied to Lennar’s financial performance and stockholder returns. 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 2026 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 2025 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 2025, our NEOs were:
Director Compensation
| Stuart Miller Executive Chairman and Chief Executive Officer | Jonathan M. Jaffe Former Co-Chief Executive Officer and President | Diane Bessette Vice President and Chief Financial Officer | Katherine Lee Martin Chief Legal Officer and Corporate Secretary | David Collins Vice President and Controller | Mark Sustana Former Vice President, General Counsel and Secretary |
Director Compensation
| Table of Contents | | | | | EXECUTIVE SUMMARY | 31 | 2022 Performance Share Awards – Results | 46 | | Our Compensation Practices | 35 | Other Benefits | 47 | | Roles and Responsibilities with Regard to Compensation | 36 | Change in Control Effects | 47 | | Use of Market Data | 37 | Executive Transitions | 48 | | 2025 Compensation Decisions | 37 | Other Compensation Practices | 49 |
2025 Compensation Decisions
2025 Compensation Decisions Base Salaries Why we pay base salaries. The Compensation Committee believes that competitive base salaries are an important element in attracting, retaining, and motivating our executives. In addition, the Compensation Committee believes that having a reasonable level of fixed compensation allows our executives to dedicate their undivided business attention to Lennar. How base salaries are determined. The Compensation Committee considers a number of factors when setting base salaries for the NEOs, including:
2025 Compensation Decisions
| • | level of experience and responsibility; |
2025 Compensation Decisions
| • | the scope and complexity of the role; |
2025 Compensation Decisions
| • | ability to contribute to our meeting annual operating objectives; |
2025 Compensation Decisions
Compensation Discussion and Analysis Use of Market Data
2025 Compensation Decisions
| • | level of pay required to retain the executive’s services in light of market conditions; |
2025 Compensation Decisions
| • | average base salary of comparable executives in our Peer Group; and |
2025 Compensation Decisions
| • | market changes and the economic and business conditions affecting Lennar at the time of the evaluation. |
2025 Compensation Decisions
The Compensation Committee does not assign a specific weight to any individual factor or apply a formula for how an NEO’s base salary should compare to that of persons holding similar positions with members of our Peer Group. 2025 base salary decisions. The NEOs’ base salaries for fiscal 2025 are shown below.
2025 Compensation Decisions
| Name | 2025 Base Salary ($) | Change in Base Salary (%) | | Stuart Miller | 1,000,000 | Unchanged since 2003 | | Jonathan M. Jaffe | 800,000 | Unchanged since 2010 | | Diane Bessette | 750,000 | Unchanged since 2018 | | Katherine Lee Martin | 600,000 | —(1) | | David Collins | 350,000 | 7.7 in fiscal 2025 | | Mark Sustana | 500,000 | Unchanged since 2022 |
2025 Compensation Decisions
| (1) Ms. Martin was appointed Chief Legal Officer and Corporate Secretary effective as of September 2, 2025. |
2025 Compensation Decisions
Mr. Collins’ base salary was increased by 7.7% for fiscal 2025 due to his significant leadership and performance related to and throughout the Millrose Spin-Off. 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 2025 annual cash incentive awards were made under our 2016 Incentive Compensation Plan. 2025 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 2025, 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 2024 compensation paid to Messrs. Miller and Jaffe as compared with the compensation paid in fiscal 2023 and 2024 to the individuals in comparable positions at companies in our Peer Group, in the Fortune 500, and in the Executive Compensation Benchmarking Survey conducted by FW Cook. Based on its review of the analysis, the results Lennar achieved during fiscal 2024, and the results Lennar was expected to achieve during fiscal 2025, the Compensation Committee decided to continue applying a formula for Messrs. Miller and Jaffe that included cash incentive bonuses equal to profit-sharing percentages of 0.20% and 0.15%, respectively, of Lennar’s fiscal 2025 Pretax Income, after a capital charge equal to 7.3% of tangible capital. Using such formula, based on our fiscal 2025 Pretax Income of $2.8 billion, and after taking into account the $1.8 billion capital charge, Mr. Miller was entitled to a cash bonus payment of $2,766,481, which represented approximately 40% of the target cash bonus he was eligible to earn and was based on actual performance, equivalent to below-target performance. Mr. Miller’s fiscal 2025 cash bonus represents an increase relative to his fiscal 2024 cash bonus due to the fact that in fiscal 2024, Mr. Miller’s cash bonus was reduced by $4,999,317 in the Compensation Committee’s discretion based on the Company’s fiscal 2024 performance. The amount of such reduction represented approximately 15% of the aggregate value of Mr. Miller’s cash bonus (based on actual performance, but prior to such reduction) and the target value of his long-term incentive awards granted in 2024. Mr. Miller’s cash bonus payment for fiscal 2025 reflected the strong link between short-term incentive payouts and the Company’s performance described above and was determined purely based on Company performance in fiscal 2025 in accordance with the formula established by the Compensation Committee. Mr. Miller’s fiscal 2025 cash bonus was not subject to the 5% discretionary downward adjustment applied to Ms. Bessette and Mr. Collins (as described below) because the Compensation Committee had already implemented a significant reduction to his bonus opportunity in the prior fiscal year, and his fiscal 2025 cash bonus was structured to be entirely contingent on Company performance. Had Mr. Miller’s fiscal 2024 cash bonus not been reduced as described above, his fiscal 2025 cash bonus would have reflected approximately a 60% decrease relative to his fiscal 2024 cash bonus. Due to the timing of Mr. Jaffe’s retirement, Mr. Jaffe was not eligible to receive, and did not receive, any cash bonus payments relating to fiscal 2025. 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 2024. Ms. Bessette’s fiscal 2025 cash bonus opportunity was similar to her fiscal year 2024 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.
2025 Compensation Decisions
| | | Performance Levels/ Target/Maximum Bonus Opportunity | | | Performance Criteria | Percent of Target/Maximum Award | Threshold | % of Target/Maximum | | • Meet or exceed FY 2025 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) | | |
2025 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: 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 and the Exchange Offer. No specific weight was given to any particular factor in the evaluations, and no one factor was determinative. After reviewing the Company’s fiscal 2025 performance, the Compensation Committee exercised its negative discretion to apply a 5% reduction to Ms. Bessette’s cash bonus solely to reflect Company performance considerations. The Compensation Committee continued to view Ms. Bessette’s individual performance favorably, and the resulting final earned bonus of $2,850,000 appropriately balanced recognition of her contributions with alignment to Company performance results. MS. MARTIN Ms. Martin had the opportunity to earn a cash bonus of up to a maximum of $1,400,000 without proration. The Compensation Committee determined that Ms. Martin be awarded the opportunity to earn a full-year award due in part to her forfeiture of an annual bonus opportunity in her prior position, and the necessity of providing an appropriate make-whole award in respect thereof, and to incentivize her to join the Company. Ms. Martin is a key leader at the Company whose unique skill set and expertise are in high demand and, as a result, the Company deemed it necessary to provide a cash bonus opportunity commensurate with her role and equivalent to Mr. Sustana’s cash bonus opportunity at the time of his departure. Ms. Martin’s fiscal 2025 cash bonus opportunity was designed to focus on her achievement of certain special legal projects. The performance criteria and associated payout are shown below.
2025 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 | 50% | Good Very Good Exceptional | 25% 50% 100% | | Total | 100% of Target/Maximum Award ($1,400,000) | | |
2025 Compensation Decisions
The Compensation Committee determined that Ms. Martin had achieved an “exceptional” performance rating for the above-referenced performance criteria and was therefore entitled to a maximum award of $1,400,000. In determining the score earned for Ms. Martin’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 her strategic leadership in managing litigation and regulatory compliance and in response to legal and governance challenges since her arrival. No specific weight was given to any particular factor in the evaluations, and no one factor was determinative. The Compensation Committee did not apply its negative discretion to Ms. Martin’s award because she joined the Company in the fourth quarter of fiscal 2025 and had limited opportunity to impact the Company’s performance during the fiscal year. MR. COLLINS Mr. Collins had the opportunity to earn a cash bonus of up to a maximum of $950,000. Mr. Collins’s fiscal 2025 cash bonus opportunity was increased by $50,000 from his fiscal 2024 cash bonus opportunity of $900,000 due to his significant leadership throughout the Millrose Spin-Off. Mr. Collins’ fiscal 2025 cash bonus opportunity, like his fiscal year 2024 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.
2025 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 | 50% | Good Very Good Exceptional | 25% 50% 100% | | Total | 100% of Target/Maximum Award ($950,000) | | |
2025 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. As a result, Mr. Collins was entitled to a cash bonus of 100% of his maximum award, or $950,000. In determining the score earned for Mr. Collins’ performance, the Compensation Committee recognized the following achievements: assisting in preparing the Company for the effective execution of the Millrose Spin-Off and the Exchange Offer, 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. After reviewing the Company’s fiscal 2025 performance, the Compensation Committee exercised its negative discretion to apply a 5% reduction to Mr. Collins’ cash bonus solely to reflect Company performance considerations. The Compensation Committee continued to view Mr. Collins’ individual performance favorably, and the resulting final earned bonus of $902,500 appropriately balanced recognition of his contributions with alignment to Company performance results. 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 2024. Mr. Sustana’s fiscal 2025 cash bonus opportunity was focused on his achievement of certain strategic, operational, and financial objectives. The performance criteria and associated payout are shown below.
2025 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 | 50% | Good Very Good Exceptional | 25% 50% 100% | | Total | 100% of Target/Maximum Award (280% of Base Salary) | | |
2025 Compensation Decisions
In connection with Mr. Sustana’s retirement, Mr. Sustana was not eligible to receive, and did not receive, any cash bonus payments relating to fiscal 2025. For more information on Mr. Sustana’s retirement, see “Compensation Discussion and Analysis—Executive Transitions—Retirement of Mark Sustana” in this proxy statement. 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:
2025 Compensation Decisions
| • | motivates our senior management to maximize our long-term, as well as our short-term, performance; |
2025 Compensation Decisions
| • | helps us attract and motivate highly qualified and experienced executives; and |
2025 Compensation Decisions
| • | helps retain key personnel. |
2025 Compensation Decisions
During 2025, 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 2025 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 2025 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. 2025 Equity-Based Compensation Decisions In January 2025, 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 2025, the equity pay mix was approximately 70% performance-based and 30% service-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 2024. We believe that offering a majority of incentive compensation in the form of equity pay—and subjecting the majority of such equity pay to performance conditions—ensures that our executive compensation remains aligned with stockholder values and motivates continued Company growth and success.
2025 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 | 7,950,192 | 60,420 | 17,792,859 | 140,981 | | Jonathan M. Jaffe | 6,960,277 | 52,897 | 15,577,287 | 123,426 | | Diane Bessette | 2,375,313 | 18,051 | 2,278,172 | 18,051 | | David Collins(4) | 1,000,471 | 7,603 | — | — |
2025 Compensation Decisions
| (1) Value is based on $131.58 per share, which was the closing price of Lennar’s Class A common stock on the grant date of January 13, 2025. |
2025 Compensation Decisions
| (2) The shares of service-based restricted stock will vest in equal installments on each of February 14, 2026, February 14, 2027, and February 14, 2028. |
2025 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 $5,337,858 for Mr. Miller, $4,673,186 for Mr. Jaffe and $683,451 for Ms. Bessette. 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 $35,585,719 for Mr. Miller, $31,154,574 for Mr. Jaffe and $4,556,343 for Ms. Bessette. |
2025 Compensation Decisions
| (4) Mr. Collins receives his annual equity award entirely in service-based restricted stock. |
2025 Compensation Decisions
In fiscal 2025, Ms. Bessette’s target annual equity award was increased by $1.5 million following the Compensation Committee’s review of compensation for comparable executives in the Peer Group, to support retention and encourage her continued contributions to the Company. The Compensation Committee determined that this increase was appropriately delivered in the form of equity awards, rather than through base salary or annual cash bonus opportunity, to provide a meaningful incentive while maintaining alignment with long-term stockholder interests. In addition, Mr. Collins’ annual equity award was increased by $50,000 in recognition of his significant leadership and performance related to and throughout the Millrose Spin-Off. In connection with Ms. Martin’s appointment as Chief Legal Officer and Corporate Secretary, the Compensation Committee approved a sign-on grant of 30,147 shares of service-based restricted Class A common stock that will vest in 1/4 increments: one-quarter of the award vested on the 30th day following Ms. Martin’s start date; one-quarter of the award vested on February 14, 2026; one-quarter of the award will vest on February 14, 2027; and the remaining one-quarter of the award will vest on February 14, 2028, subject, in each case, to Ms. Martin’s continued employment with the Company through each applicable vesting date. The sign-on award had a grant date fair value of $4,000,000 and was granted as a make-whole award in respect of forfeiture of equity awards in her prior position, and to incentivize her to join the Company. In addition, the Compensation Committee also approved a grant to Ms. Martin of 7,536 shares of service-based restricted Class A common stock and 7,536 shares of performance-based restricted Class A common stock. The service-based award will vest in 1/3 increments: one-third of the award vested on February 14, 2026; one-third of the award will vest on February 14, 2027; and the remaining one-third of the award will vest on February 14, 2028, subject, in each case, to Ms. Martin’s continued employment with the Company through each applicable vesting date. The performance-based award will vest after the completion of the three-year performance period, which commenced on December 1, 2024 and ends on November 30, 2027, consistent with the performance share awards granted to the other NEOs. Each of the service-based awards, and the performance-based award, had a grant date fair value of $1,000,000. Grants of performance-based share awards The performance-based restricted stock awards awarded in January 2025 and, for Ms. Martin, in September 2025, were granted at target and will vest, if at all, only to the extent that specific performance goals are met with respect to the four equally weighted metrics over the three-year performance period, which commenced on December 1, 2024 and ends on November 30, 2027. Consistent with historical practice, the number of performance-based restricted shares issued at grant is equal to the target number of shares subject to the performance share award. The portion of the performance share award that may be issuable upon achievement of above-target performance is granted in the form of performance-based restricted stock units. Together, these are referred to herein as the “performance share awards.” The Compensation Committee has assigned a threshold, target, and maximum performance goal to each of the metrics. If the threshold performance level for a particular metric is not achieved, no amount will be paid for that metric. Payouts for performance between threshold and target goals and between target and maximum goals will be calculated by linear interpolation. If the average weighting of the four performance metrics is below target, then only a portion of the shares granted at target will vest. If the average weighting of the four performance metrics is above target, then the target shares granted will vest and an additional number of fully vested shares (in settlement of all or a portion of the performance-based restricted stock unit portion of the performance share award) will be issued to grantee. The performance goals for the four metrics were as follows:
2025 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 | >0.90 | | 30% (threshold) | 25th Percentile | 25th Percentile | 25th Percentile | 0.75 | | 100% (target) | 65th Percentile | 65th Percentile | 65th Percentile | 0.60 | | 200% (maximum) | 75th Percentile | 75th Percentile | 75th Percentile | ≤0.45 |
2025 Compensation Decisions
| * Relative metrics are determined by reference to Lennar’s Performance Peer Group (as defined below). |
2025 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 Performance 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 The service-based restricted Class A stock awards awarded in January 2025 and, for Ms. Martin, in September 2025, will vest in 1/3 increments: one third of the award vested on February 14, 2026; one-third of the award will vest on February 14, 2027; and the remaining one third of the award will vest on February 14, 2028, subject, in each case, to continued employment with the Company through each applicable vesting date. In addition, as described above, in connection with Ms. Martin’s appointment as Chief Legal Officer and Corporate Secretary, the Compensation Committee also approved a sign-on grant to her of 30,147 shares of service-based restricted Class A common stock that will vest in 1/4 increments, subject, in each case, to Ms. Martin’s continued employment with the Company through each applicable vesting date. In January 2025, the Compensation Committee also approved a grant to Mr. Sustana of 11,781 shares of service-based restricted Class A common stock that was scheduled to vest in equal installments on each of February 14, 2026, February 14, 2027, and Compensation Discussion and Analysis 2022 Performance Share Awards – Results February 14, 2028. The stock had a grant date fair value of $1,550,259. However, as noted below, because Mr. Sustana was retirement-eligible when he retired from the Company effective as of September 2, 2025, in accordance with the terms of the 2016 Equity Plan and his individual award agreements, all of his outstanding unvested service-based restricted stock, including the foregoing January 2025 grant, fully vested upon his retirement. 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, Mr. Miller and Ms. Bessette are retirement-eligible, and Messrs. Jaffe and Sustana were retirement-eligible when they retired from the Company in 2025. If any retirement-eligible NEO 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 2023, 2024 and 2025 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. Mr. Jaffe was retirement-eligible when he retired from the Company effective as of December 31, 2025. As a result, in accordance with the terms of the 2016 Equity Plan and his individual award agreement, all of his outstanding unvested service-based restricted stock fully vested upon his retirement and all of his outstanding unvested performance-based restricted stock will vest based on actual performance after the end of the applicable three-year performance period. For more information on Mr. Jaffe’s retirement, see “Compensation Discussion and Analysis—Executive Transitions—Retirement of Jonathan Jaffe” in this proxy statement. Mr. Sustana was also retirement-eligible when he retired from the Company effective as of September 2, 2025. As a result, in accordance with the terms of the 2016 Equity Plan and his individual award agreement, all of his outstanding unvested service-based restricted stock fully vested upon his retirement. For more information on Mr. Sustana’s retirement, see “Compensation Discussion and Analysis—Executive Transitions—Retirement of Mark Sustana” in this proxy statement.
Compensation Discussion and Analysis
Compensation Discussion and Analysis Other Compensation Practices Equity Award Grant Practices The Company did not grant awards of stock options, stock appreciation rights or similar option-like instruments during fiscal 2025. 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 d irec tors 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 guid elines. 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 $1.0 million paid to certain of our executive officers. The Compensation Committee will approve compensation that may not be deductible where it believes it is in our and our stockholders’ best interests to do so. The Compensation Committee has reviewed and discussed the disclosure set forth above under the heading “Compensation Discussion and Analysis” with management and, based on such review and discussions, it has recommended to the Board that the “Compensation Discussion and Analysis” be included in this proxy statement and incorporated by reference into Lennar Corporation’s Annual Report on Form 10-K for the fiscal year ended November 30, 2025. Respectfully submitted by the Compensation Committee of the Board,
Compensation Discussion and Analysis
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Stuart Miller | 2025 | 1,000,000 | — | 25,743,051 | 2,766,481 | 18,399 | 29,527,931 | | Executive Chairman | 2024 | 1,000,000 | — | 26,699,567 | 1,828,992 | 18,117 | 29,546,675 | | & Chief Executive Officer | 2023 | 1,000,000 | — | 26,270,845 | 7,000,000 | 14,068 | 34,284,913 | | Diane Bessette | 2025 | 750,000 | — | 4,653,485 | 2,850,000 | 25,876 | 8,279,361 | | Vice President and Chief Financial | 2024 | 750,000 | — | 3,267,906 | 3,000,000 | 38,866 | 7,056,772 | | Officer | 2023 | 750,000 | — | 3,230,346 | 3,000,000 | 21,545 | 7,001,891 | | Katherine Lee Martin(4) | 2025 | 147,945 | 500,000 | 5,971,533 | 1,400,000 | 693 | 8,020,171 | | Chief Legal Officer & Corporate | | | | | | | | | Secretary | | | | | | | | | David Collins | 2025 | 350,000 | — | 1,000,471 | 902,500 | 18,399 | 2,271,369 | | Vice President, Controller | 2024 | 325,000 | 50,000 | 950,471 | 900,000 | 18,117 | 2,243,588 | | | 2023 | 325,000 | — | 950,471 | 900,000 | 14,068 | 2,189,539 | | Jonathan M. Jaffe(5) | 2025 | 800,000 | — | 22,537,564 | — | 39,168 | 23,376,732 | | Former Co-Chief Executive Officer | 2024 | 800,000 | — | 23,374,974 | 872,946 | 38,886 | 25,086,806 | | and President | 2023 | 800,000 | — | 22,999,640 | 5,306,190 | 34,837 | 29,140,667 | | Mark Sustana(6) | 2025 | 376,712 | — | 1,550,259 | — | 348,353 | 2,275,324 | | Former Vice President, | 2024 | 500,000 | — | 1,550,259 | 1,400,000 | 18,117 | 3,468,376 | | General Counsel & Secretary | 2023 | 500,000 | — | 1,550,259 | 1,225,000 | 14,068 | 3,289,327 |
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 2025. 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(7)(8) | | | All other stock awards: number of Shares of stock (#) | Grant date fair Value of stock awards ($)(10) | | Name | Type of award | Grant date | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Stuart Miller | AIC | — | — | 7,000,000(1) | — | — | — | — | — | | | PS/RS | 1/13/2025 | — | — | 42,294 | 140,981 | 281,962 | 60,420(9) | 25,743,051 | | Diane Bessette | AIC | — | 3,000,000(2) | 3,000,000(2) | — | — | — | — | — | | | PS/RS | 1/13/2025 | — | — | 5,415 | 18,051 | 36,102 | 18,051(9) | 4,653,485 | | Katherine Lee Martin | AIC | — | 1,400,000(3) | 1,400,000(3) | — | — | — | — | — | | | PS/RS | 9/2/2025 | — | — | 2,261 | 7,536 | 15,072 | 7,536(9) | 1,971,533 | | | RS | 9/2/2025 | — | — | — | — | — | 30,147(9) | 4,000,000 | | David Collins | AIC | — | 950,000(4) | 950,000(4) | — | — | — | — | — | | | RS | 1/13/2025 | — | — | — | — | — | 7,603(9) | 1,000,471 | | Jonathan M. Jaffe | AIC | — | — | 6,000,000(5) | — | — | — | — | — | | | PS/RS | 1/13/2025 | — | — | 37,028 | 123,426 | 246,852 | 52,897(9) | 22,537,564 | | Mark Sustana | AIC | — | 1,400,000(6) | 1,400,000(6) | — | — | — | — | — | | | RS | 1/13/2025 | — | — | — | — | — | 11,781(9) | 1,550,259 |
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
| 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 his award agreement, Mr. Miller could receive 0.20% of Lennar’s fiscal 2025 Pretax Income after a 7.3% capital charge on tangible capital, and subject to a cash bonus cap of $7,000,000. Based on our fiscal 2025 Pretax Income, and after taking into account the capital charge on tangible capital and the cash bonus cap, Mr. Miller was entitled to a cash bonus payment of $2,766,481. This final cash bonus amount, which was paid in the first quarter of fiscal 2026, is 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 2025 was $2,850,000 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) Pursuant to the terms of the Martin Offer Letter, Ms. Martin had the opportunity to earn a maximum award of up to $1,400,000. The amount paid to Ms. Martin with regard to fiscal 2025 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 $950,000 based on specified performance criteria. The amount paid to Mr. Collins with regard to fiscal 2025 was $902,500 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) Pursuant to the terms of his award agreement, Mr. Jaffe could receive 0.15% of Lennar’s fiscal 2025 Pretax Income after a 7.3% capital charge on tangible capital, and subject to a cash bonus cap of $6,000,000. Mr. Jaffe’s annual cash incentive award for fiscal 2025 is described in “Compensation Discussion and Analysis—2025 Compensation Decisions—Annual Cash Incentive Compensation” in this proxy statement, but due to the timing of Mr. Jaffe’s retirement, he was not eligible to receive and did not receive any cash bonus payments relating to fiscal 2025. |
Grants of Plan-Based Awards
| (6) Mr. Sustana had the opportunity to earn a maximum award of up to 280% of base salary based on specified performance criteria. Mr. Sustana’s annual cash incentive award for fiscal 2025 is described in “Compensation Discussion and Analysis—2025 Compensation Decisions—Annual Cash Incentive Compensation” in this proxy statement, but due to the timing of Mr. Sustana’s retirement, he was not eligible to receive and did not receive any cash bonus payments relating to fiscal 2025. |
Grants of Plan-Based Awards
| (7) 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
| (8) 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
| (9) The shares of restricted stock granted to the NEO will vest in three equal annual installments on each of February 14, 2026, February 14, 2027, and February 14, 2028, with the exception of Ms. Martin’s grant of 30,147 shares, which has vested and will continue to vest in four equal installments on each of October 2, 2025, February 14, 2026, February 14, 2027, and February 14, 2028. The 60,420 shares granted to Mr. Miller, the 18,051 shares granted to Ms. Bessette, the 52,897 shares granted to Mr. Jaffe, and the 11,781 shares granted to Mr. Sustana include 22,690; 6,021; 19,732; and 3,558 shares of Class A common stock, respectively, that were surrendered to satisfy a withholding obligation due to the grant of the restricted stock. |
Grants of Plan-Based Awards
Executive Compensation Grants of Plan-Based Awards
Grants of Plan-Based Awards
| For a discussion of our equity plan’s retirement provisions and related withholding obligations, see “Compensation Discussion and Analysis—2025 Compensation Decisions—Equity-Based Compensation.” |
Grants of Plan-Based Awards
| Effective as of September 2, 2025, Mark Sustana retired from his role as Vice President, General Counsel and Secretary of the Company. Because Mr. Sustana was retirement-eligible when he retired from the Company, pursuant to the terms of the 2016 Equity Plan and his individual award agreements, all of his outstanding unvested service-based restricted stock fully vested upon his retirement. For more information on the effect of retirement on equity awards, see “Compensation Discussion and Analysis—2025 Compensation Decisions—Equity-Based Compensation—Effect of Retirement on Equity Awards” in this proxy statement. |
Grants of Plan-Based Awards
| Effective as of December 31, 2025, Jonathan Jaffe retired as Co-Chief Executive Officer and President of the Company. Because Mr. Jaffe was retirement-eligible when he retired from the Company, pursuant to the terms of the 2016 Equity Plan and his individual award agreements, all of his outstanding unvested service-based restricted stock fully vested upon his retirement and all of his outstanding unvested performance-based restricted stock will vest based on actual performance after the end of the applicable three-year performance period. For more information on the effect of retirement on equity awards, see “Compensation Discussion and Analysis—2025 Compensation Decisions—Equity-Based Compensation—Effect of Retirement on Equity Awards” in this proxy statement. |
Grants of Plan-Based Awards
| (10) The amounts in this column include the grant date fair value of the January 13, 2025 (and, for Ms. Martin, the September 2, 2025) 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, Collins, Jaffe and Sustana and Mmes. Bessette and Martin, received cash in lieu of fractional shares in the amounts of $128.32, $67.76, $90.16, $114.52, $162.84, and $343.08, respectively. The table below shows the total grant date fair values of the performance share awards granted on January 13, 2025 (and, for Ms. Martin, on September 2, 2025) if the threshold number of shares, or the maximum number of shares that potentially could be earned were used instead of the target. |
Grants of Plan-Based Awards
| Name | Threshold ($) | Target ($) | Maximum ($) | | Stuart Miller | 5,337,858 | 17,792,860 | 35,585,719 | | Diane Bessette | 683,451 | 2,278,172 | 4,556,343 | | Katherine Lee Martin | 291,423 | 971,409 | 1,942,818 | | David Collins | — | — | — | | Jonathan M. Jaffe | 4,673,186 | 15,577,287 | 31,154,574 | | Mark Sustana | — | — | — |
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, 2025. 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 (#)(1) | Market value of shares or units of stock that have not vested ($)(2) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)(3) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(2) | | Stuart Miller | 2/28/2023 | 16,614(4) | 2,181,418 | 383,510(9) | 50,354,863 | | | 1/8/2024 | 22,169(5) | 2,910,790 | 248,480 | 32,625,424 | | | 1/13/2025 | 37,730(6) | 4,953,949 | 281,962 | 37,021,611 | | | | 76,513 | 10,046,157 | 913,952 | 120,001,898 | | Diane Bessette | 2/28/2023 | 3,397(4) | 446,026 | 33,600(9) | 4,411,680 | | | 1/8/2024 | 5,039(5) | 661,621 | 21,768 | 2,858,138 | | | 1/13/2025 | 12,030(6) | 1,579,539 | 36,102 | 4,740,193 | | | | 20,466 | 2,687,186 | 91,470 | 12,010,011 | | Katherine Lee Martin | 9/2/2025 | 22,611(7) | 2,968,824 | — | — | | | 9/2/2025 | 7,536(6) | 989,477 | 15,072 | 1,978,954 | | | | 30,147 | 3,958,301 | 15,072 | 1,978,954 | | David Collins | 2/28/2023 | 3,275(4) | 430,008 | — | — | | | 1/8/2024 | 4,244(5) | 557,237 | — | — | | | 1/13/2025 | 7,603(6) | 998,274 | — | — | | | | 15,122 | 1,985,519 | — | — | | Jonathan M. Jaffe | 2/28/2023 | 13,109(8) | 1,721,212 | 335,750(9) | 44,083,975 | | | 1/8/2024 | 18,049(8) | 2,369,834 | 217,540 | 28,563,002 | | | 1/13/2025 | 33,165(8) | 4,354,565 | 246,852 | 32,411,668 | | | | 64,323 | 8,445,610 | 800,142 | 105,058,645 | | Mark Sustana | 2/28/2023 | —(10) | — | — | — | | | 1/8/2024 | — | — | | | | | 1/13/2025 | — | — | — | — | | | | — | — | — | — |
Outstanding Equity Awards at Fiscal Year-End
| (1) As described above in “Compensation Discussion and Analysis—2025 Compensation Decisions—Equity-Based Compensation—Effect of the Millrose Spin-Off on equity awards,” NEOs received Millrose Restricted Shares in respect of Lennar restricted stock awards in connection with the Millrose Spin-Off. As of November 30, 2025, NEOs hold the following outstanding Millrose Restricted Shares which are subject to service-based vesting: Mr. Miller, 38,256 shares; Ms. Bessette, 10,233 shares; Mr. Collins 7,561 shares; and Mr. Jaffe 33,598 shares. These amounts are not included in the table above. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Based on stock price of $131.30 for the Class A common stock, which was the closing price of the stock on November 28, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (3) 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, 2023, (the “2023 Grant”), the three-year performance period commenced on December 1, 2022 and ended 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. For the performance share awards granted on January 13, 2025, the three-year performance period commenced on December 1, 2024 and ends on November 30, 2027. 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
| As described above in “Compensation Discussion and Analysis—2025 Compensation Decisions—Equity-Based Compensation—Effect of the Millrose Spin-Off on Equity Awards,” NEOs received Millrose Restricted Shares and Millrose DEUs in respect of Lennar restricted stock awards in connection with the Millrose Spin-Off. As of November 30, 2025, NEOs hold the following outstanding Millrose Restricted Shares and Millrose DEUs, respectively, which are subject to performance-based vesting: Mr. Miller, 228,487 and 228,487 shares; Ms. Bessette, 22,867 and 22,867 shares; Mr. Jaffe, 200,035 and 200,035 shares. These amounts are not included in the table above. In connection with the Millrose Spin-Off, NEOs also received Lennar cash dividends in lieu of fractional Millrose Restricted Shares, which will only be paid if and when the underlying performance share awards vest. |
Outstanding Equity Awards at Fiscal Year-End
| (4) The restricted stock vested on February 14, 2026. Mr. Miller’s, and Ms. Bessette’s 16,614; and 3,397 shares of Class A common stock, respectively, do not include the 10,780; and 2,204 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—2025 Compensation Decisions—Equity-Based Compensation—Effect of Retirement on Equity Awards.” |
Outstanding Equity Awards at Fiscal Year-End
| (5) The restricted stock will vest in two equal installments on February 14, 2026, and February 14, 2027. Mr. Miller’s, and Ms. Bessette’s 22,169; and 5,039 shares of Class A common stock, respectively, do not include 13,328; and 2,218 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
Executive Compensation Option Exercises and Stock Vested
Outstanding Equity Awards at Fiscal Year-End
| (6) The restricted stock will vest in three equal installments on February 14, 2026, February 14, 2027, and February 14, 2028. Mr. Miller’s, and Ms. Bessette’s 37,730; and 12,030 shares of Class A common stock, respectively, do not include the 22,690; and 6,021 shares of Class A common stock, respectively, that were surrendered to satisfy withholding obligations. |
Outstanding Equity Awards at Fiscal Year-End
| (7) The restricted stock has vested and will continue to vest in four equal installments on October 2, 2025, February 14, 2026, February 14, 2027, and February 14, 2028. Ms. Martin’s 22,611 shares of Class A common stock does not include the 3,019 shares of Class A common stock that were surrendered to satisfy withholding obligations. |
Outstanding Equity Awards at Fiscal Year-End
| (8) Effective as of December 31, 2025, Jonathan Jaffe retired as Co-Chief Executive Officer and President of the Company. Because Mr. Jaffe was retirement-eligible when he retired from the Company, pursuant to the terms of the 2016 Equity Plan and his individual award agreement(s), all of his outstanding unvested service-based restricted stock fully vested upon his retirement and all of his outstanding unvested performance-based restricted stock will vest based on actual performance after the end of the applicable three-year performance period. For more information on the effect of retirement on equity awards, see “Compensation Discussion and Analysis—2025 Compensation Decisions—Equity-Based Compensation—Effect of Retirement on Equity Awards” in this proxy statement. This amount includes the 2,874 shares of Class A common stock for which vesting was accelerated on February 7, 2025 in connection with the Millrose Spin-Off. |
Outstanding Equity Awards at Fiscal Year-End
| (9) For the 2023 Grant, the three-year performance period ended on November 30, 2025, but those awards remained outstanding and unvested as of November 30, 2025 because the peer group performance information necessary to determine Company’s relative performance with respect to certain metrics is not fully available until February 2026, 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 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (10) Effective as of September 2, 2025, Mark Sustana retired from his role as Vice President, General Counsel and Secretary of the Company. Because Mr. Sustana was retirement-eligible when he retired from the Company, pursuant to the terms of the 2016 Equity Plan and his individual award agreements, all of his outstanding unvested service-based restricted stock fully vested upon his retirement. For more information on the effect of retirement on equity awards, see “Compensation Discussion and Analysis—2025 Compensation Decisions—Equity-Based Compensation—Effect of Retirement on Equity Awards” in this proxy statement. |
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, 2025, 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 | 251,967 | 30,753,576 | | Diane Bessette | 26,083 | 3,236,414 | | Katherine Lee Martin | 7,536 | 967,095 | | David Collins | 8,550 | 1,058,832 | | Jonathan M. Jaffe | 223,174 | 27,238,258 | | Mark Sustana | 28,549 | 3,707,113 |
Option Exercises and Stock Vested
| (1) Of these amounts, shares of Class A common stock were withheld to cover tax withholding obligations as follows: Mr. Miller, 98,799 shares; Ms. Bessette, 10,592 shares; Ms. Martin, 3,019 shares; Mr. Collins, 3,296 shares; Mr. Jaffe, 81,749 shares; and Mr. Sustana, 3,558 shares. With respect to Mr. Miller, Ms. Bessette, Mr. Jaffe, 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—2025 Compensation Decisions—Equity-Based Compensation—Effect of Retirement on Equity Awards.” |
Option Exercises and Stock Vested
| The amount for Mr. Jaffe includes the 2,874 shares of Class A common stock for which vesting was accelerated on February 7, 2025 in connection with the Millrose Spin-Off. |
Option Exercises and Stock Vested
| As described above in “Compensation Discussion and Analysis—2025 Compensation Decisions—Equity-Based Compensation—Effect of the Millrose Spin-Off on equity awards,” NEOs received Millrose Restricted Shares in respect of Lennar restricted stock awards in connection with the Millrose Spin-Off. During fiscal 2025, Millrose Restricted Shares vested as follows: Mr. Miller, 114,638 shares; Ms. Bessette, 10,030 shares; Mr. Collins 4,274 shares; Mr. Jaffe, 100,283 shares; and Mr. Sustana, 12,495 shares. The 12,495 shares for Mr. Sustana includes the 2,973 shares of Millrose Class A common stock for which vesting was accelerated on February 7, 2025 in connection with the Millrose Spin-Off. |
Option Exercises and Stock Vested
| (2) This number does not include the 2023 Grant with a three-year performance period ending November 30, 2025, 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 2026. The Compensation Committee is expected to certify the performance results and vesting in late February 2026. |
Option Exercises and Stock Vested
| (3) Calculated based on the closing price of Class A common stock on the applicable vesting dates: January 13, 2025: $131.58; February 7, 2025: $121.94; February 14, 2025: $123.84; February 27, 2025: $120.37; September 2, 2025: $132.68; and October 2, 2025: $128.33. |
Option Exercises and Stock Vested
Executive Compensation Potential Payments upon Termination after Change in Control
Potential Payments upon Termination after Change in Control
Potential Payments upon Termination after Change in Control Our named executive officers do not have employment agreements or severance agreements and are not subject to any severance plans or policies. Consequently, the only potential payments and benefits they would receive upon a change in control would be the accelerated vesting of their restricted stock, with the restricted stock subject to performance-based conditions vesting in the target number of such shares. Pursuant to the 2016 Equity Plan, unvested restricted stock will vest if there is a Change in Control (as defined in the 2016 Equity Plan) and, within twenty-four months after the Change in Control, (i) Lennar terminates the employment of the executive without Cause, or (ii) the executive terminates employment with Lennar for Good Reason (as such capitalized terms are defined in the 2016 Equity Plan and reproduced below). The amount earned upon a Change in Control shall be paid to the applicable NEO not more than ten (10) business days following the Change in Control. The value of accelerated vesting if a hypothetical Change in Control and qualifying termination had occurred on November 30, 2025, is set forth in the table below:
Potential Payments upon Termination after Change in Control
| Name | Value of Acceleration as of November 30, 2025 ($)(1) | | Stuart Miller | $70,047,106(2)(3) | | Diane Bessette | $8,692,191(2)(3) | | Katherine Lee Martin | $4,947,778(3) | | David Collins | $1,985,519 | | Jonathan M. Jaffe | $60,974,932(2)(3) | | Mark Sustana | $0(2) |
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 28, 2025 ($131.30) and the number of shares of unvested Class A restricted stock as of November 30, 2025. |
Potential Payments upon Termination after Change in Control
| (2) With respect to Mr. Miller, Ms. Bessette, Mr. Jaffe, 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 plan’s retirement provisions and related withholding obligations, see “Compensation Discussion and Analysis—2025 Compensation Decisions—Equity-Based Compensation—Effect of Retirement on Equity Awards.” As discussed below and elsewhere in this proxy statement, effective as of September 2, 2025, Mr. Sustana retired from his role as Vice President, General Counsel and Secretary of the Company. |
Potential Payments upon Termination after Change in Control
| (3) Includes 456,976; 45,735; 7,536; and 400,071 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, Ms. Bessette, Ms. Martin, and Mr. Jaffe, respectively. |
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 Executive Compensation Potential Payments upon Termination after Change in Control 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. Retirement of Mark Sustana Effective as of September 2, 2025, Mark Sustana retired from his role as Vice President, General Counsel and Secretary of the Company. In connection with Mr. Sustana’s retirement, he entered into the Sustana Consulting Agreement and due to his deep knowledge of the Company and his specialized skill set in the homebuilding industry, pursuant to which he will provide advice and counsel from time to time as an independent contractor with respect to the business and legal affairs of the Company for which he was responsible during his tenure with the Company, including strategic direction and planning for significant litigation, transition of his responsibilities in the Legal Department, risk management, government affairs and safety. In exchange for these services, and in consideration for, among other things, Mr. Sustana’s continued compliance with certain non-solicitation and non-competition restrictions, the Company will pay Mr. Sustana a consulting fee at the rate of $110,000 per month during an initial two-year term and $50,000 per month during any mutually agreed consulting period past the initial two-year term. Mr. Sustana was retirement-eligible when he retired from the Company. Because Mr. Sustana was retirement-eligible when he retired from the Company, pursuant to the 2016 Equity Plan, all of his outstanding unvested service-based restricted stock fully vested upon his retirement. For more information on the effect of retirement on equity awards, see “Compensation Discussion and Analysis—2025 Compensation Decisions—Effect of Retirement on Equity Awards” in this proxy statement. Upon his retirement, Mr. Sustana forfeited his 2025 cash incentive compensation under our incentive compensation program pursuant to the terms and conditions of our incentive compensation program. In connection with his retirement, Mr. Sustana did not receive any enhanced benefit or compensation, including any severance pay, beyond that described above. 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 Chief Executive Officer, Stuart Miler, and our Former 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 Chief Executive Officer and our Former Co-Chief Executive Officer and President), we selected November 30, 2025, 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 consolida ted su bsidiaries during the twelve-month period ended November 30, 2025. We analyzed the W-2 wages of all associates, whether employed on a full-time, part-time, or temporary basis as of November 30, 2025. 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 Chief Executive Officer and our Former Co-Chief Executive Officer and President) was a Construction Manager. That associate received total compensation of $103,701 for the year ended November 30, 2025, 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 2025 Summary Compensation Table with respect to each of the named executive officers. Mr. Miller’s annual total compensation as reported in the 2025 Summary Compensation Table was $29,527,931. Accordingly, for 2025, the ratio of Mr. Miller’s compensation to the compensation of the median associate was 284 to 1. Mr. Jaffe’s annual total compensation as reported in the 2025 Summary Compensation Table was $23,376,732. Accordingly, for 2025, the ratio of Mr. Jaffe’s compensation to the compensation of the median associate was 225 to 1. Because of the complexity of determining the median of the annual compensation of all our associates, the pay ratio disclosure presented above is an estimate, but we believe that estimate is reasonable. Because the SEC rules for identifying the median associate and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the pay ratio we disclose may not be comparable to the pay ratios reported by some other companies.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”), and the average compensation of our non-PEO named executive officers (“Non-PEO NEOs”) and Company performance for the fiscal years listed below.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for First PEO 1 ($) | 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) 5 | Pretax Income ($ Millions) 6 | | | | | | | | | | | Total Shareholder Return (“TSR”) ($) | Peer Group TSR ($) | | | | 2025 | — | 23,376,732 | 29,527,931 | — | (12,775,985) | (11,774,256) | 5,211,556 | 3,817,110 | 201.13 | 232.34 | 2,108 | 2,784 | | 2024 | — | 25,086,806 | 29,546,675 | — | 24,747,900 | 29,216,181 | 3,824,311 | 4,703,030 | 242.97 | 255.39 | 3,968 | 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 | 176.92 | 3,961 | 5,180 | | 2022 | 30,447,048 | 30,032,983 | — | 33,989,081 | 34,618,820 | — | 12,287,576 | 12,862,760 | 119.19 | 112.90 | 4,649 | 5,980 | | 2021 | 34,045,217 | 34,045,217 | — | 57,303,560 | 53,539,484 | — | 13,029,166 | 21,327,286 | 139.95 | 133.37 | 4,457 | 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 | 2025 | | Stuart Miller | Diane Bessette | Diane Bessette | | Diane Bessette | Jeff McCall | Katherine Lee Martin | | Jeff McCall | Mark Sustana | Mark Sustana | | Mark Sustana | David Collins | 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
| | | 2025 | | Summary Compensation Table Total ( $ ) | (A) | $23,376,732 | | Exclusion of Stock Awards ($) | | $(22,537,564) | | Total Deductions from Summary Compensation Table ( $ ) | (B) | $(22,537,564) | | Increase for Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($) | | $12,200,582 | | Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($) | | $(19,977,999) | | Increase for Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($) | | $2,596,337 | | Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($) | | $(8,434,073) | | Total Adjustments ( $ ) | (C) | $(13,615,153) | | Compensation Actually Paid ( $ ) | (A) + (B) + (C) | $(12,775,985) |
Pay Versus Performance Disclosure
Third PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation
Pay Versus Performance Disclosure
| | | 2025 | | Summary Compensation Table Total ( $ ) | (A) | $29,527,931 | | Exclusion of Stock Awards ($) | | $(25,743,051) | | Total Deductions from Summary Compensation Table ( $ ) | (B) | $(25,743,051) | | Increase for Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($) | | $13,913,976 | | Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($) | | $(22,816,843) | | Increase for Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($) | | $2,985,550 | | Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($) | | $(9,641,819) | | Total Adjustments ( $ ) | (C) | $(15,559,136) | | Compensation Actually Paid ( $ ) | (A) + (B) + (C) | $(11,774,256) |
Pay Versus Performance Disclosure
Non-PEO NEOs Average Summary Compensation Table Total to Average Compensation Actually Paid Reconciliation
Pay Versus Performance Disclosure
| | | 2025 | | Summary Compensation Table Total ( $ ) | (A) | $5,211,556 | | Exclusion of Stock Awards ($) | | $(3,293,937) | | Total Deductions from Summary Compensation Table ( $ ) | (B) | $(3,293,937) | | Increase for Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($) | | $2,075,820 | | Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($) | | $(594,977) | | Increase for Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($) | | $854,815 | | Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($) | | $(436,167) | | Total Adjustments ( $ ) | (C) | $1,899,491 | | Compensation Actually Paid ( $ ) | (A) + (B) + (C) | $3,817,110 |
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, 2025. 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. The numbers in the Peer Group column have been revised from the numbers previously reported in last year’s Pay versus Performance table in order to correct an administrative error. Historical stock performance is not necessarily indicative of future stock performance. |
Pay Versus Performance Disclosure
| 5. | The amounts in this column represent the Company’s net income including noncontrolling interests as required to be reported by Item 402(v)(2)(v) of Regulation S-K and as reported in our consolidated financial statements. In prior years, this column contained only the net income attributable to the Company. The amounts in this column have been updated to reflect net income attributable to noncontrolling interests as reported in the Company’s consolidated financial statements filed with the Company’s Annual Report on Form 10-K for the applicable fiscal year. |
Pay Versus Performance Disclosure
| 6. | We determined Pretax Income (as defined in “Compensation Discussion and Analysis—2025 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 2025. 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 five 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 five 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 five 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 2025 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, 2026, 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 received in advance.