DEF 14A of KB Home, Mar 8, 2024

DEF 14A of KB Home

Filed Mar 8, 2024 · FY20230001308179-24-000080

Open on EDGAR

  1. Director Compensation

    Director Compensation The Compensation Committee periodically evaluates, with FWC’s assistance, and makes recommendations to the Board regarding compensation and benefits for non-employee directors, with attention to maintaining competitive positioning relative to peer public homebuilders and similarly situated companies. Non-employee director compensation was last adjusted in July 2019. Directors, other than Mr. Mezger, who is not paid for his Board service, are compensated as described below. We also pay directors’ travel-related expenses for Board meetings and Board activities. Our director compensation program is shown in the table below. Directors elected to the Board other than at an annual meeting receive prorated compensation.

  2. Non-Employee Director Compensation

    Non-Employee Director Compensation

  3. Non-Employee Director Compensation

    | Board Retainer: | $100,000 | | Equity Grant (grant date fair value): | $162,500 | | Lead Independent Director Retainer: | $40,000 | | Committee Chair Retainers: | $27,500 (Audit Committee) $21,000 (Compensation Committee) $20,000 (Nominating Committee) | | Committee Member Retainers: | $12,500 (Audit Committee) $10,000 (Compensation Committee) $10,000 (Nominating Committee) | | Meeting Fees: | $1,500 (per applicable meeting, as described below) |

  4. Director Compensation During Fiscal Year 2023

    Director Compensation During Fiscal Year 2023

  5. Director Compensation During Fiscal Year 2023

    | Name | Fees Earned or Paid in Cash ($)(a) | Stock Awards ($)(b) | All Other Compensation ($)(c) | Total ($) | | Mr. Barra | $112,500 | $162,500 | $— | $275,000 | | Mr. Collins | 120,000 | 162,500 | 1,500 | 284,000 | | Ms. Dominguez | 100,000 | 185,000 | — | 285,000 | | Mr. Eltife | 122,500 | 162,500 | — | 285,000 | | Dr. Gabriel | 112,500 | 162,500 | — | 275,000 | | Dr. Gilligan | 137,500 | 162,500 | — | 300,000 | | Ms. Kozlak | 100,000 | 172,500 | 1,500 | 274,000 | | Ms. Lora | 140,000 | 183,500 | 1,500 | 325,000 | | Mr. Niccol | — | 272,500 | 1,500 | 274,000 | | Mr. Weaver | 30,000 | 262,500 | — | 292,500 |

  6. Director Compensation During Fiscal Year 2023

    | (a) Fees Earned or Paid in Cash. These amounts generally represent cash retainers paid to directors per their individual elections. The amount for Ms. Lora includes her Lead Independent Director retainer. | | (b) Stock Awards. These amounts represent the aggregate grant date fair value of the shares of our common stock or stock units granted to our directors in 2023 based on their individual elections with regard to their retainers and type of equity grant (i.e., shares or stock units). The grant date fair value of each such award is equal to the closing price of our common stock on the date of grant. All grants were made on April 20, 2023. The table below shows the respective grants to our directors in 2023. |

  7. Director Compensation During Fiscal Year 2023

    | Name | 2023 Common Stock Grants (#) | 2023 Stock Unit Grants (#) | | Mr. Barra | 3,914 | — | | Mr. Collins | 3,914 | — | | Ms. Dominguez | 4,456 | — | | Mr. Eltife | 3,914 | — | | Dr. Gabriel | 3,914 | — | | Dr. Gilligan | 3,914 | — | | Ms. Kozlak | — | 4,154 | | Ms. Lora | 4,419 | — | | Mr. Niccol | — | 6,563 | | Mr. Weaver | — | 6,323 |

  8. Director Compensation During Fiscal Year 2023

    The aggregate number of outstanding equity awards held by our non-employee directors at the end of our 2023 fiscal year are shown under “Ownership of KB Home Securities,” exclusive of 2,043 shares of our common stock Ms. Lora holds in a family trust.

  9. Director Compensation During Fiscal Year 2023

    | (c) All Other Compensation. These amounts are additional meeting fees paid in 2023 for a Compensation Committee meeting during the 2022-2023 Director Year. |

  10. Director Compensation During Fiscal Year 2023

    | KB Home ■ 2024 Proxy Statement | 11 |

  11. Election of Directors

    Election of Directors The Board will present as nominees at the Annual Meeting, and recommends our stockholders elect to the Board, each of the individuals named below for a one-year term ending at the election of directors at our 2025 annual meeting. Each nominee is standing for re-election and has consented to being nominated and agreed to serve as a director if elected. After 20 years of service, Ms. Lora has decided not to stand for election at the Annual Meeting and will step down from the Board when her term ends as of the election of directors at the Annual Meeting. Mr. Niccol, who joined the Board in 2021, has also decided not to stand for election at the Annual Meeting and will step down from the Board when his term ends as of the election of directors at the Annual Meeting. Should any of the nominees become unable to serve as a director prior to the Annual Meeting, the named proxies, unless otherwise directed, may vote for the election of another person as the Board may recommend. If the Board’s nominees below are elected at the Annual Meeting, the Board will have nine directors.

  12. Majority Voting Standard

    | Age: 54 Director Service Since: 2023 Senior Vice President, Merchandising Décor, The Home Depot, Inc. | Jose M. Barra | | | Jose M. Barra is Senior Vice President, Merchandising Décor at The Home Depot, Inc., the world’s largest home improvement retailer. Mr. Barra has served in this role since 2018, responsible for the strategic direction and financial performance of Home Depot’s flooring, paint, kitchen, bath, appliances, lighting, and window coverings. Mr. Barra joined The Home Depot in 2017 and previously served as Senior Vice President of Merchandising Services, where he led a team of more than 26,000 associates and was responsible for the company’s in-store environment, field merchandising and merchandising execution team efforts. Before joining Home Depot, Mr. Barra served as an Executive Vice President of Optum Inc., a diversified health and well-being company and subsidiary of UnitedHealth Group Incorporated, a managed healthcare and insurance company. Prior to that, he served as Executive Vice President of merchandising, essentials and hardlines at Target Corporation, one of the largest retailers in the U.S., where he was responsible for the strategic direction and financial performance of 10 divisions that generated more than 60% of total company revenues. Earlier in his career, Mr. Barra also held positions with McKinsey & Company and served as managing director of the real estate and new business development arm of the largest retail conglomerate in Ecuador. In addition to his proven leadership skills, Mr. Barra is a highly respected retail executive who brings significant experience, expertise and insight into home design, the customer experience and consumer trends, and a presence in the Southeast United States, a significant region for KB Home. Current Public Company Directorships: ■ KB Home Other Professional Experience: ■ Board Member, The Home Depot Foundation (2022 – Present) ■ Senior Vice President, Merchandising Services, The Home Depot, Inc. (2017 – 2018) ■ Executive Vice President and Chief Executive Officer Consumer Solutions Group, Optum, UnitedHealth Group Incorporated (2016 – 2017; Executive Vice President, 2015 – 2016) ■ Executive Vice President, Merchandising, Target Corporation (2014 – 2015) |

  13. Financial Performance and Compensation Highlights

    Financial Performance and Compensation Highlights In 2023, as discussed in the Annual Report, we generated solid financial results, as we remained focused on balancing pace, price and production levels at every community to optimize our return on each inventory asset within its local market context amid a mixed operating environment over the course of the year. We began the year navigating weak housing market conditions, stemming from higher mortgage interest rates, persistent inflationary pressures and an uncertain economic outlook, which significantly depressed housing demand during the 2022 second half and into the 2023 first quarter. Reflecting the difficult operating context, and our business’ considerable cyclicality, in the 2022 fourth quarter, when the measures and goals for the long-term incentive awards tied to 2023-2025 performance were established and planning began for the 2023 annual incentive program, our gross orders and net orders were down 47% and 80%, respectively, compared to the prior year. Moreover, through the first five weeks of fiscal 2023, just prior to the Compensation Committee’s approving the 2023 annual incentive program goals, our net orders were 72% lower than the corresponding year-earlier period. We also forecasted, relative to corresponding 2022 periods, that our 2023 first quarter net orders would be down between 50% and 60%, our 2023 fiscal year revenues would be approximately 20% lower and our profit margins would be compressed. Demand began to improve in the 2023 second quarter and remained relatively healthy for the balance of the year due to, among other things, constrained resale home inventory, favorable demographic trends, buyer interest in homes at our price points and our selective implementation of targeted sales strategies to help drive order activity and minimize cancellations. In addition, a significant factor in our success in 2023 was a meaningful improvement in our average construction cycle time, resulting in higher-than-expected home deliveries and revenues. Altogether, in 2023, we delivered more than 13,200 homes (compared to an initial projection of roughly 11,400 homes), driving revenues of $6.4 billion, and diluted earnings of $7.03 per share. Our top-line, together with an operating margin above 11%, and the repurchase of shares during the year equal to 11% of our shares outstanding at the beginning of 2023, contributed to a 15% growth in our book value per share to $50.22. In addition to our outperformance across several metrics for the year relative to our initial expectations, we continued to build our brand in 2023. We also further advanced our industry leadership in sustainability, earning recognition from several organizations for our accomplishments and contributions, including in the broader communities in which we operate. Notable 2023 Annual Results and Long-Term Growth and Returns We produced a one-year total stockholder return of approximately 68%, at the 64th percentile of our peer group, and strong results across several key measures during 2023. In addition, the following are five-year (2018-2023) result comparisons, except as noted:

  14. Pay For Performance — 2023 Fiscal Year CEO Compensation

    | ■ | Approximately 93% of our CEO’s 2023 total direct compensation was performance-based, and his base salary has remained the same since 2017. | | ■ | The payouts under the 2023 annual incentive program were down year over year. While this reduction was proportionately smaller than the applicable pretax income performance measure’s year-over-year reduction, the Compensation Committee did not make any adjustments to the formula-driven payouts, taking into consideration, among other things, the program participants’ strong individual performance in a challenging operating environment and our one-year total stockholder return of 68%, which was above our peer group median. | | ■ | To better align cash and equity incentives and enhance retention and stockholder value creation, a portion of our CEO’s annual incentive was paid out in time-vesting restricted stock in lieu of cash. The $7,280,000 cash payout was less than the prior year, and the $1,678,644 restricted stock portion, which was also less than the prior year, vests over three years. | | ■ | Our CEO’s October 2023 long-term incentive award was solely performance-based restricted stock units (“PSUs”), with the 2023 target award grant value up approximately 10% from the value granted in each of the previous four years, an increase based on peer group and market data analysis. | | ■ | Our CEO earned his three-year 2020 PSU award at 200% of target (as discussed under “2020 PSU Awards”), reflecting our strong performance on the three applicable measures over the three-year performance period that ran from December 1, 2021 to November 30, 2023. | | ■ | Taken together, the above actions resulted in overall CEO reported compensation that is lower year over year. |

  15. Pay For Performance — 2023 Fiscal Year CEO Compensation

    The table below compares our CEO’s total compensation for 2023 and 2022 and reflects the more than $627,000 reduction in his annual incentive compensation payout and a market-based increase to his long-term incentive grant, which was comprised entirely of PSUs that will not fully vest until after our 2026 fiscal year concludes.

  16. Pay For Performance — 2023 Fiscal Year CEO Compensation

    | Total Compensation* | 2023 | 2022 | Change | | Base Salary | $1,150,000 | $1,150,000 | $— | | Annual Incentive Plan Compensation(a) | 8,958,644 | 9,585,872 | (627,228) | | Long-Term Incentive Awards(b) | 5,500,020 | 5,000,010 | 500,010 | | Other | 80,391 | 78,909 | 1,482 | | TOTAL | $15,689,055 | $15,814,791 | $(125,736) |

  17. Pay For Performance — 2023 Fiscal Year CEO Compensation

    | * This table includes all aspects of compensation that are disclosed in the Summary Compensation Table, with the “Other” category above consisting of the sum of amounts in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column and the All Other Compensation column. | | (a) Reflects our CEO’s entire annual incentive for each year, including both the portion paid out in cash and the portion paid out in time-vesting restricted stock in lieu of cash. | | (b) Reflects our CEO’s long-term incentive award grants for each year, consisting solely of PSUs. |

  18. Engaging With Our Stockholders

    | ■ | Developed with the Compensation Committee and FWC a structured scorecard methodology to guide annual incentive payout determinations. | | ■ | Implemented a limit on the cash payouts for annual incentives to our NEOs. | | ■ | Further reduced the cash payout of the CEO’s annual incentive below the program limit by allocating a higher portion of his total annual incentive to time-vesting equity in lieu of cash to, among other things, additionally balance his cash and equity compensation and enhance alignment with stockholder value creation. | | ■ | Increased in 2022 the asset efficiency hurdle rate under the annual incentive program. |

  19. Engaging With Our Stockholders

    | | What We Do | | What We Don’t Do | | | Engage with and consider stockholder input in designing our executive pay programs. | | No re-pricing or cash-out of underwater stock options without stockholder approval. | | | Link annual NEO incentive pay to objective, pre-set financial performance goals, which are three-year goals for long-term incentives. | | We prohibit our NEOs (and our other employees and non-employee directors) from hedging or pledging their holdings of our securities. | | | Solely utilize PSUs for our NEOs’ regular long-term incentive grants, and subject NEOs to robust stock ownership requirements. | | No new executive officer severance arrangements above a certain amount without stockholder approval (see under “Severance Arrangements”). | | | Include in employee equity awards a double-trigger vesting requirement in a change in control. | | No new excise tax “gross-ups” for any officer or employee. | | | Subject our executive officers to an updated incentive-based compensation recovery (a/k/a “clawback”) policy, adopted in 2023 per NYSE rules. | | No payments of dividends or dividend equivalents on performance-based equity awards before they vest. | | | Perform, under Compensation Committee oversight, annual risk assessments to determine that our employee compensation policies and programs are not likely to have a material adverse effect on us. | | Avoid excessive perquisites. Perquisites are generally limited to market-competitive medical benefits and the opportunity to participate in a deferred compensation plan. | | | Engage, at the sole direction of the Compensation Committee, an independent compensation consultant. | | | | | Consider our sustainability-related programs’ progress in annual incentive plan IPF assessments. | | | | | Maintain a relevant industry peer group. | | |

  20. 2023 Annual Incentives

    2023 Annual Incentives

  21. 2023 Annual Incentives

    | Our CEO’s performance-driven annual incentive award of $8.96 million was determined pursuant to a largely formula-based plan typical of several peers. Reflecting our performance in 2023, our CEO’s annual incentive award decreased approximately $627,000, or 6.5%, from the prior year. Taking stockholder feedback into account, the cash payout of the CEO’s 2023 annual incentive was limited to $7.28 million, approximately $200,000 less than the prior year’s cash incentive award, with the remainder paid out in time-vesting restricted stock in lieu of cash. The restricted stock vests ratably over the next three years, further aligning, along with the below-described performance-based long-term incentive awards, our CEO’s compensation with stockholder value creation. |

  22. 2023 Annual Incentives

    Our annual incentive program is designed to drive performance within a single fiscal year period, with pay outcomes tied to our performance on total adjusted pretax income (“API”). The program is based on two components. First, threshold and target API goals are set based on our internal operational objectives established near the beginning of each year, which take into account expected business conditions for the year. API is our total pretax income excluding certain compensation expense and certain inventory-related charges. Payouts under this first component are capped at 100% of the participants’ respective target level. Second, for the participants to earn any above-target payouts, API must exceed a hurdle based on a pre-set minimum asset efficiency objective. If the hurdle is met, an asset efficiency performance pool is funded for every dollar of API over the hurdle. The funded pool is then allocated based on the participants’ individual performance and contributions as measured under a structured scorecard methodology, which is outlined below, and such allocations are further limited by the individual maximum payout amounts approved under the plan. We view API as a comprehensive short-term measure of our senior officers’ performance, as it reflects their ability to produce profits by generating revenues, managing expenses and controlling fixed costs. In addition, with the homebuilding industry’s significant cyclicality and its volatility in recent years, using API as a primary measure intrinsically scales senior officer pay outcomes (down or up) to a degree relative to the API generated in a one-year period. Combining the API and asset efficiency measures is intended to motivate our senior officers to generate profitable growth aligned with our strategic goals. In 2022, based on stockholder feedback and FWC’s recommendations, the Compensation Committee refined the annual incentive program to further align it with our strategic focus on expanding our scale and to incorporate features to enhance its rigor, including the following, which were maintained in the 2023 program:

  23. 2023 Annual Incentives

    | ■ | limiting each participating officer’s cash payouts to no more than 80% of their respective maximum opportunity, with the balance of any earned award above that level paid out in time-vesting restricted stock in lieu of cash. As discussed below, the Compensation Committee further limited the CEO’s cash payout under the 2023 program, as it did under the 2022 program; | | ■ | applying a detailed, structured scorecard methodology to determine the annual incentive awards’ asset efficiency component; and | | ■ | increasing the asset efficiency component’s pool funding threshold to 3% of a return on inventory measure, up from 1% three years ago. |

  24. 2023 Annual Incentives

    The 2023 target payout opportunities remained the same as for 2022 and were set at 225% of base salary for our CEO, 175% for our COO and 140% for our other NEOs. As shown in the Grants of Plan-Based Awards During Fiscal Year 2023 table, maximum payout opportunities were limited to a multiple of target. The target and maximum opportunities were designed to generate payout levels that, if achieved, would appropriately reward strong performance for 2023, and together with base salary and long-term incentives, provide competitive total direct compensation. 2023 Annual Incentive Program Component Determinations Our NEOs received annual incentive payouts under the 2023 program as described below. API Performance Relative to Goals Component The Compensation Committee set an API performance target of $500.0 million, a 44% decrease compared to our 2022 target API performance goal, and approximately 56% below our 2022 actual API performance. The 2023 performance target was set early in the year amid a highly uncertain operating environment and was based on then current and expected depressed housing market conditions, such as our forecast at the time that our 2023 first quarter net orders would be down between 50% and 60% year over year. Notwithstanding the challenging operating environment we expected and experienced in 2023, due to our executives’ strong performance, as described above and in the Annual Report, we achieved API of $858.6 million, approximately 27% lower than our actual 2022 API result of $1.18 billion. Although our actual 2023 API exceeded the target performance level, payouts were limited to 100% of each NEO’s individual target amount under this component of the program. As explained above and shown in the table below, this performance led to strictly formula-based payouts of 100% of target to our NEOs under the API performance component.

  25. 2023 Annual Incentives

    | KB Home ■ 2024 Proxy Statement | 25 |

  26. 2023 Annual Incentives

    2023 API PERFORMANCE LEVELS AND PAYOUT SUMMARY

  27. 2023 Annual Incentives

    | | Threshold | Target | Actual Result | | API Performance Levels | $375.0 million | $500.0 million | $858.6 million | | API Performance Levels Relative to Target | 75% | 100% | 172% | | Payout Level Ratios | 50% | 100% | 100% |

  28. 2023 Annual Incentives

    API Performance Relative to Asset Efficiency Component Under this component, (a) two and one quarter percent of each dollar of API over our minimum asset efficiency objective of up to 110% of the API target, and (b) three and one quarter percent of each dollar of API above the level of 110% of our 2023 API target, funded an additional annual incentive pool to be allocated among the participating officers. The Compensation Committee set the minimum asset efficiency objective at a three percent return on inventory for 2023, consistent with the prior year. Therefore, the 2023 minimum asset efficiency objective increased to $160.2 million, up approximately 3% from the 2022 objective of $155.2 million. With the difference between our API and the minimum asset efficiency objective equal to about $698.4 million, the asset efficiency performance pool could be funded up to a total level of approximately $18.8 million. Annual Incentive Compensation Scorecard and Individual Performance Factor (or “IPF”) The Compensation Committee determined the asset efficiency performance pool’s allocation to the participating officers guided by a detailed scorecard methodology through which their individual 2023 performance and contributions were assessed across four key dimensions: financial results, leadership, strategic planning and execution. Within the scorecard structure, each participating officer received points in each dimension based on our CEO’s assessment of their performance, and on the Compensation Committee’s assessment, with FWC’s assistance, of our CEO’s performance. The respective cumulative points a participating officer achieved corresponded to an IPF range with upper and lower limits of potential payouts to the officer of the total available asset efficiency performance pool. These pre-established IPF-based payout ranges, outlined below, took into consideration each participating officer’s 2023 annual incentive payout opportunities at threshold, target and maximum levels; historical relative annual incentive payouts by functional role; additional individual accomplishments and competitive market pay information. 2023 Annual Incentive Compensation Scorecard

  29. 2023 Annual Incentives

    | Dimension | Financial Results (0-8 pts.) | Leadership (0-4 pts.) | Strategic Planning (0-4 pts.) | Execution (0-4 pts.) | | Goals and Objectives | Meet or exceed FY23 goals for: ■ Homebuilding revenues ■ Homebuilding operating income as a percentage of total revenues ■ Selling, general and administrative expenses as a percentage of homebuilding revenues ■ Cash flow ■ Return on equity ■ Diluted earnings per share | ■ Attract, retain and develop critical talent to drive current and future results ■ Enhance culture of customer obsession, driving best in class results in homebuyer satisfaction ■ Strive to achieve top homebuilder rankings and external recognition for our sustainability-related accomplishments | ■ Build forecasts and business plans to reflect current and expected future market conditions ■ Establish future community count pipeline through 2025 in response to current market conditions and community needs ■ Develop long-term objectives supported by concrete action plans for sustainability-related goals, such as average HERS score and workforce diversity, wellness and safety | ■ Optimize performance of each community by balancing pricing, sales pace and return on investment ■ Drive construction cycle times down by 10% or more from 2022 levels ■ Achieve a minimum 90% customer satisfaction rating in the majority of served markets, per an outside firm ■ Enhance supply chain to ensure ability to support the business with qualified partners that have committed to our Supplier Code of Conduct ■ Analyze workplace practices, including as to pay, to ensure equitable outcomes |

  30. 2023 Annual Incentives

    | KB Home ■ 2024 Proxy Statement | 26 |

  31. Maximum Potential IPF per Cumulative Scorecard Points

    The Total Payout in the table below represents a cash payment to each officer other than Messrs. Mezger and Woram. Under the 2023 program terms, cash payouts were limited to 80% of a participating officer’s respective maximum payout opportunity, with any earned award balance above the cash maximum paid in time-vesting restricted stock in lieu of cash. As an annual incentive payout, this stock grant is not part of our separate long-term incentive program described below. Mr. Mezger’s total payout included $7,280,000 in cash, which was $1.0 million less than his cash maximum under the 2023 program terms, as the Compensation Committee decided to further reduce the cash payout under the plan by allocating the $1.0 million into time-vesting restricted stock in lieu of cash to additionally balance his overall cash and equity compensation and increase its alignment with stockholder value creation. As a result, Mr. Mezger was granted a total of $1,678,644 in time-vesting restricted stock. Per the 2023 program, Mr. Woram’s total payout included $1,545,600 in cash and $31,383 in time-vesting restricted stock in lieu of cash. 2023 ANNUAL INCENTIVE PROGRAM COMPONENT AND TOTAL PAYOUT LEVELS(a)

  32. Maximum Potential IPF per Cumulative Scorecard Points

    | NEO | API Performance Component Payout | Asset Efficiency Component Payout | Total Payout(b) | | Mr. Mezger | $2,587,500 | $6,371,144 | $8,958,644 | | Mr. Kaminski | 1,162,000 | 960,653 | 2,122,653 | | Mr. McGibney | 1,487,500 | 1,705,113 | 3,192,613 | | Mr. Praw | 966,000 | 735,060 | 1,701,060 | | Mr. Woram | 966,000 | 610,983 | 1,576,983 |

  33. Maximum Potential IPF per Cumulative Scorecard Points

    | (a) Annex 2 to this Proxy Statement contains a reconciliation of our pretax income calculated in accordance with U.S. generally accepted accounting principles (“GAAP”) to the non-GAAP financial measure of API. | | (b) As discussed above, and as reflected in the Summary Compensation Table, Messrs. Mezger’s and Woram’s respective total payouts are comprised of cash and time-vesting restricted stock. The total payouts for Messrs. Kaminski, McGibney and Praw comprised only cash. |

  34. Maximum Potential IPF per Cumulative Scorecard Points

    2024 Annual Incentive Program The 2024 annual incentive program will be similar to our 2023 program, including a primarily formula-driven funding structure established by API and asset efficiency performance measures with payout levels determined by our outcomes on these measures and individual performance against key scorecard objectives. The pre-established 2024 annual incentive program’s API target performance goal will reflect, among other things, the Compensation Committee’s consideration of expected business conditions for the current year.

  35. Long-Term Incentives

    Long-Term Incentives In October 2023, the Compensation Committee approved long-term incentive awards to our NEOs consisting solely of PSUs to reinforce the alignment of pay with our performance and stockholder value creation. The target values of these awards were again based on peer group and market data analysis. In order to maintain commensurate pay arrangements intended to reward strong long-term performance and help retain key talent, the following awards were made to our NEOs: NEO LONG-TERM INCENTIVES GRANTED IN 2023

  36. Long-Term Incentives

    | | PSUs # | PSUs $ | | Mr. Mezger | 124,717 | $5,500,020 | | Mr. Kaminski | 34,014 | 1,500,017 | | Mr. McGibney | 51,020 | 2,249,982 | | Mr. Praw | 21,542 | 950,002 | | Mr. Woram | 20,408 | 899,993 |

  37. Long-Term Incentives

    Performance-Based Restricted Stock Units We have granted PSUs to our executive officers each year since 2012. As with prior PSU grants, the PSUs granted in 2023 are designed to focus our executive officers on achieving important long-term financial objectives over a three-year period. The 2023 PSU measures described below are a combination of absolute and relative metrics that should generate positive outcomes for our business, and, if achieved, are expected to be strong drivers of stockholder value creation.

  38. Long-Term Incentives

    | PSU Measures | | Weight | Purpose | | ■ | Cumulative Adjusted Earnings Per Share (“AEPS”) | 40% | Measures profitability trajectory over the period | | ■ | Average Adjusted Return on Invested Capital (“AROIC”) | 35% | Measures profitability relative to capital deployed | | ■ | Revenue Growth Rank Versus Peers | 25% | Measures top-line growth relative to peers |

  39. Long-Term Incentives

    The 2023 PSU amounts shown in the table above reflect a target award of shares of our common stock and their grant date fair value. Each 2023 PSU entitles a recipient to a grant of 0% to 200% of his target award depending on our performance relative to the above-noted performance measures over the three-year period of December 1, 2023 to November 30, 2026. The AEPS and AROIC measures’ performance will be determined on a tax-effected basis that excludes only pre-specified categories of compensation expense; certain inventory-related charges; and other extraordinary items approved by the Compensation Committee. Upon vesting, each 2023 PSU recipient is entitled to receive a proportionate amount of credited cash dividends that are paid in respect of one share of our common stock with a record date between the grant date and the date the Compensation Committee determines the applicable performance achievements, if any. Except for death, disability or certain retirement circumstances, a recipient will forfeit any rights to a 2023 PSU payout if the recipient terminates service before the date the Compensation Committee determines the applicable performance achievements. The following tables present our goals with respect to the 2020 – 2023 absolute PSU performance measures. As shown below, the goals for both the AEPS and AROIC measures generally increased year over year at threshold, target and maximum performance levels, reflecting the consistent improvement in our performance in the prior-year periods and stockholder feedback. As it relates to fiscal 2022, when the Compensation Committee established the PSU measures and goals in the fourth quarter of that year, homebuyer demand had turned sharply lower, stemming from higher mortgage interest rates, persistent inflationary pressures and an uncertain economic outlook, as discussed above. Given this environment, the Compensation Committee established 2022 PSU goals for both AEPS and AROIC that were lower than the goals for the same measures under the 2021 PSUs. With market conditions relatively improved in our 2023 fourth quarter, the Compensation Committee established both AEPS and AROIC goals at levels higher than those for all prior years. These goals reflect our expectations regarding performance against the measures at the times that the goals were set.

  40. Long-Term Incentives

    | KB Home ■ 2024 Proxy Statement | 29 |

  41. Long-Term Incentives

    | Performance Measure | PSU Grant Year | Performance Period | Threshold Goal | Target Goal | Maximum Goal | | AEPS | 2020 | 2021-2023 | $6.36 | $9.09 | $10.91 | | | 2021 | 2022-2024 | $7.22 | $10.32 | $13.42 | | | 2022 | 2023-2025 | $5.43 | $7.75 | $10.08 | | | 2023 | 2024-2026 | $7.35 | $10.50 | $13.65 | | AROIC | 2020 | 2021-2023 | 4.7% | 6.7% | 8.0% | | | 2021 | 2022-2024 | 6.2% | 8.9% | 11.6% | | | 2022 | 2023-2025 | 4.3% | 6.1% | 7.9% | | | 2023 | 2024-2026 | 6.3% | 9.0% | 11.7% |

  42. Long-Term Incentives

    We utilize a percentile rank approach to determine the target award multiplier for the relative revenue growth measure as outlined in the table below. Payouts for performance between the levels shown below are determined by straight-line interpolation.

  43. Long-Term Incentives

    | Relative Revenue Growth | Performance (Rank) | Target Award Multiplier | | | 75th Percentile or above | 200% | | | 50th Percentile (Median) | 100% | | | 25th Percentile | 25% | | | Below 25th Percentile | 0% |

  44. Long-Term Incentives

    As with our annual incentive program, the Compensation Committee intends the threshold performance levels outlined above to be reasonably achievable, yet uncertain to be met 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. Each of these performance levels directly scale to threshold, target and maximum payout opportunities. As vesting for the PSUs granted in 2021 – 2023 will not be determined until after their respective performance periods end, we cannot predict the extent to which any shares under these awards will ultimately vest. 2020 PSU Awards The PSUs granted to our executive officers in 2020 entitled recipients to a grant of 0% to 200% of a target award of shares of our common stock based on our AEPS performance, AROIC performance, and relative revenue growth performance (with the respective rankings and multipliers as shown in the above table) over the three-year period of December 1, 2020 to November 30, 2023. The applicable AEPS and AROIC performance measures and goals are set forth below.

  45. Long-Term Incentives

    | 2020 PSU Performance Measure | 2020 PSU Performance Goals | 2020 PSU Target Award Multiplier | | AEPS | $10.91 and above | 200% | | | $9.09 | 100% | | | $6.36 | 25% | | | Below $6.36 | 0% | | AROIC | 8.0% and above | 200% | | | 6.7% | 100% | | | 4.7% | 25% | | | Below 4.7% | 0% |

  46. Long-Term Incentives

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  47. Long-Term Incentives

    2020 PSU AWARD DETERMINATIONS

  48. Long-Term Incentives

    | Performance Measure | Average Annual Performance | Aggregate Total Performance | Target Award Multiplier | | AEPS (40% weight) | N/A | $22.68* | 200% | | AROIC (35% weight) | 13.3%* | N/A | 200% | | Relative Revenue Growth (25% weight) | N/A | 91st percentile (2nd) | 200% |

  49. Long-Term Incentives

    | * Annex 2 to this Proxy Statement contains a reconciliation of our net income and diluted earnings per share calculated in accordance with GAAP to the non-GAAP financial measures of adjusted net income and adjusted earnings per share used in computing AEPS and AROIC. |

  50. Long-Term Incentives

    The cumulative AEPS performance result for the 2020 PSUs exceeded the challenging $10.91 maximum goal level set at the time of grant and reflected our emphasis on and success at growing our diluted earnings per share by 125% amid volatile housing market conditions during the entire performance period. Historically strong profitability and cumulative adjusted net income of approximately $2.01 billion contributed to a significant increase in our adjusted return on invested capital, exceeding our maximum goal for this measure. The relative revenue ranking for the 2020 PSUs reflected our robust revenue growth performance over the applicable period and put us in a strong 2nd place within the peer group. Based on the relative revenue scale outlined in the above table, our performance placed us approximately at the 91st percentile of our peer group, resulting in a payment of 200% for this measure. All of these outcomes were uncertain at the time the 2020 PSUs were granted, and the Compensation Committee determined that they required significant management effort to achieve and sustain through the entirety of the performance period. On February 28, 2024, the Compensation Committee certified the performance we achieved for the period ended November 30, 2023 and approved share grants with respect to the 2020 PSUs as set forth in the table below. Mr. McGibney was not a participant in the 2020 PSU program because he was not an eligible executive officer at the time the 2020 PSUs were granted. 2020 PSU AWARDS

  51. Long-Term Incentives

    | NEO | Target Award(#) | Actual Award(#) | | Mr. Mezger | 124,813 | 249,626 | | Mr. Kaminski | 34,948 | 69,896 | | Mr. Praw | 22,466 | 44,932 | | Mr. Woram | 21,218 | 42,436 |

  52. Executive Compensation Decision-Making Process and Policies

    Executive Compensation Decision-Making Process and Policies Pursuant to its charter, the Compensation Committee oversees the decision-making process for our executive compensation and benefits policies and programs. In making executive compensation decisions, the Compensation Committee considers a variety of factors and data, most importantly our performance and individual executives’ performance, and the totality of compensation that may be paid. Data the Compensation Committee considers includes our financial and operational performance, including comparisons to prior years’ performance, our current business plans and our peer group; surveys and forecasts of comparative general industry and peer group compensation and benefits practices; and, at least annually, management-prepared tally sheets for senior executives with up to six years of compensation data.

  53. Role of Our Management and Compensation Consultants

    Role of Our Management and Compensation Consultants Our CEO, senior human resources and legal department executives, and FWC provide information and recommendations to assist the Compensation Committee’s decision-making and advise on compliance and disclosure requirements. The Compensation Committee does not delegate its decision-making authority to management, except for establishing certain performance goals under our performance cash program for participating division-level personnel and certain administrative actions under our current equity compensation plan, but only to the extent consistent with our equity-based award grant policy and applicable law. FWC, which the Compensation Committee directly retains, attends Compensation Committee meetings as needed, communicates between meetings with the Compensation Committee chair and other committee members, advises the Compensation Committee as to the CEO’s and other executive officers’ compensation, and assists the Compensation Committee with the annual employee compensation risk assessment, as discussed under “Management Development and Compensation Committee—Delegated Risk Oversight.” To maintain its independence and avoid any conflicts of interest, FWC may not work directly for our management unless the Compensation Committee pre-approves the work, including fees. During 2023, FWC did not provide any services that would have required such pre-approval. Based on its consideration of factors under New York Stock Exchange (“NYSE”) listing standards, the Compensation Committee determined that FWC’s work did not raise any conflicts of interest, and therefore considered FWC to be independent.

  54. Role of Our Management and Compensation Consultants

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  55. Peer Group

    Peer Group Our peer group is composed solely of U.S. public companies that, like us, are engaged in high production homebuilding as their primary business. We compete with all these companies for both homebuyers and management talent. The competition with these companies for talent reflects our, and their, need to attract and retain high caliber management and other personnel with strong high production homebuilding expertise and experience to execute business activities nationally as well as in specific local markets. Therefore, a principal focus of our compensation and benefits programs is to meet this critical competitive need. The Compensation Committee, in consultation with FWC and our management, periodically reviews and considers changes to our peer group. The Compensation Committee principally considers the competitive factors described above, as well as relative total revenues and market capitalization among the peer group companies. The Compensation Committee considers the composition of our peer group at least annually, and the group’s members were last adjusted during 2018. As of their most recently filed proxy statements before the date of this Proxy Statement, each member of our peer group included us in its own peer group. OUR PEER GROUP

  56. Peer Group

    | ■ Beazer Homes USA, Inc. ■ Lennar Corporation ■ NVR, Inc. ■ Toll Brothers, Inc. | ■ D.R. Horton, Inc. ■ M.D.C. Holdings, Inc. ■ PulteGroup, Inc. ■ Tri Pointe Homes, Inc. | ■ Hovnanian Enterprises, Inc. ■ Meritage Homes Corporation ■ Taylor Morrison Home Corporation |

  57. Peer Group

    As of December 31, 2023, the reported total revenues (on a trailing 12-month basis) of the companies in our peer group were within a range of approximately 0.3 to 5.5 times our total revenues, and our total revenues of $6.41 billion placed us at the 46th percentile of the peer group. Also, as of December 31, 2023, the market capitalization of our peer group was within a range of approximately 0.2 to 10.2 times our market capitalization, and our market capitalization of $4.95 billion was in the second quartile of the peer group.

  58. Equity-Based Award Grant Policy

    Equity-Based Award Grant Policy Our equity-based award grant policy governs the timing and establishes certain internal controls over the grant of equity-based awards, including stock options, restricted stock and PSUs. The policy requires that the Compensation Committee (or the Board) approve all grants of equity-based awards and their terms and does not permit delegation of this authority to our management. Per the policy, the exercise or grant price of any relevant equity-based award cannot be less than the closing price of our common stock on the grant date.

  59. Severance, Change in Control and Post-Termination Arrangements

    Severance, Change in Control and Post-Termination Arrangements Severance Arrangements Mr. Mezger’s Employment Agreement and our Executive Severance Plan, in which all our NEOs participate, provide certain severance benefits, as discussed under “Potential Payments Upon Termination of Employment or Change in Control.” In considering our stockholders’ approval of an advisory proposal, in 2008 we adopted a policy under which we will obtain stockholder approval before paying severance benefits to an executive officer under a future severance arrangement in excess of 2.99 times the sum of the executive officer’s then-current base salary and target bonus. Future severance arrangements do not include arrangements existing when we adopted the policy or that we assume or acquire unless, in each case, any such arrangement is changed in a manner that materially increases its severance benefits. Change in Control Arrangements Since 2001, we have maintained without modification the terms of a Change in Control Severance Plan (“CIC Plan”) that provides participants with certain benefits, as discussed under “Potential Payments Upon Termination of Employment or Change in Control.” The CIC Plan is intended to enable and encourage our management to focus its attention on obtaining the best possible result for our stockholders in a change in control, to promote management continuity, and to provide income protection if there is an involuntary loss of employment. All unvested employee equity awards require double-trigger vesting in a change in control. Death Benefits Our Death Benefit Only Plan (“DBO Plan”), in which Messrs. Mezger and Praw participate, provides a $1.0 million death benefit to a participant’s designated beneficiary (plus an additional tax restoration amount sufficient to pay taxes on the benefit and the additional amount). We closed the plan to new participants beginning in 2006. Since then, only term life insurance, with a $750,000 benefit level, has been made available to incoming eligible executives, including Messrs. Kaminski, McGibney and Woram. We also maintain a $400,000 life insurance death benefit for designated beneficiaries of Mr. Mezger.

  60. Severance, Change in Control and Post-Termination Arrangements

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  61. Summary Compensation Table

    Summary Compensation Table

  62. Summary Compensation Table

    | Fiscal Year | Salary ($)(a) | Bonus ($) | Stock Awards ($)(b) | Non-Equity Incentive Plan Compensation ($)(c) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(d) | All Other Compensation ($)(e) | Total ($) | | Jeffrey T. Mezger, Chairman and Chief Executive Officer | | | | | | | | | 2023 | $1,150,000 | $— | $7,178,664 | $7,280,000 | $— | $80,391 | $15,689,055 | | 2022 | 1,150,000 | — | 7,105,882 | 7,480,000 | — | 78,909 | 15,814,791 | | 2021 | 1,150,000 | — | 4,999,996 | 7,995,919 | 142,560 | 78,043 | 14,366,518 | | Jeff J. Kaminski, Executive Vice President and Chief Financial Officer | | | | | | | | | 2023 | 812,500 | — | 1,500,017 | 2,122,653 | — | 61,841 | 4,497,011 | | 2022 | 785,417 | — | 1,400,008 | 2,272,201 | — | 60,234 | 4,517,860 | | 2021 | 757,500 | — | 1,399,986 | 2,029,530 | — | 58,593 | 4,245,609 | | Robert V. McGibney, President and Chief Operating Officer | | | | | | | | | 2023 | 820,833 | — | 2,249,982 | 3,723,971 | — | 62,281 | 6,857,067 | | 2022 | 770,833 | — | 1,999,998 | 3,656,299 | — | 59,308 | 6,486,438 | | 2021 | 557,500 | — | 2,000,014 | 2,685,311 | — | 58,934 | 5,301,759 | | Albert Z. Praw, Executive Vice President, Real Estate and Business Development | | | | | | | | | 2023 | 675,417 | — | 950,002 | 1,701,060 | — | 53,148 | 3,379,627 | | 2022 | 650,417 | — | 899,986 | 1,821,451 | — | 51,666 | 3,423,520 | | 2021 | 628,333 | — | 900,002 | 1,626,214 | — | 63,806 | 3,218,355 | | Brian J. Woram, Executive Vice President and General Counsel | | | | | | | | | 2023 | 675,417 | — | 931,376 | 1,545,600 | — | 47,866 | 3,200,259 | | 2022 | 650,417 | — | 1,045,327 | 1,489,600 | — | 52,134 | 3,237,478 | | 2021 | 628,333 | — | 850,000 | 1,503,741 | — | 50,843 | 3,032,917 |

  63. Summary Compensation Table

    | (a) Salary. As discussed under “Base Salaries,” except for Mr. Mezger, NEO annual base salary levels were increased in July 2023 to the following amounts: Mr. Kaminski $830,000; Mr. McGibney $850,000; Mr. Praw $690,000; and Mr. Woram $690,000. Mr. McGibney’s annual base salary was increased to $900,000 in February 2024 in conjunction with his promotion to President and Chief Operating Officer. | | (b) Stock Awards. These amounts include the aggregate grant date fair value of stock awards (consisting of PSUs granted in October 2023) computed as described in Note 21 — Employee Benefit and Stock Plans in the Notes to the Consolidated Financial Statements in our Annual Report. They do not represent realized compensation. The October 2023 stock awards represent the grant date fair value of the probable award of shares of our common stock underlying the PSUs granted. The grant date fair value of the PSUs if maximum performance is achieved is as follows: Mr. Mezger $11,000,040; Mr. Kaminski $3,000,034; Mr. McGibney $4,499,964; Mr. Praw $1,900,004; and Mr. Woram $1,799,986. The amounts for Messrs. Mezger and Woram also include the value of the respective restricted stock grant each received on January 18, 2024, as discussed under “2023 Annual Incentives” and as shown under “Grants of Plan-Based Awards During Fiscal Year 2023.” The grant date fair value of Mr. Mezger’s award was $1,678,644; for Mr. Woram’s award, it was $31,383. | | (c) Non-Equity Incentive Plan Compensation. For Mr. McGibney, the amount reflects the sum of his annual incentive and a three-year performance cash award of $531,358 in 2023, $402,758 in 2022 and $275,011 in 2021, each originally granted to him prior to his becoming an executive officer in 2021. For all other NEOs, the amounts reflect only the cash portion of their annual incentive payouts. | | (d) Change in Pension Value and Nonqualified Deferred Compensation Earnings. These amounts (as applicable) reflect the increase in the actuarial present value of accumulated benefits under our Retirement Plan. These changes do not reflect any cash or other compensation received. |

  64. Summary Compensation Table

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  65. Summary Compensation Table

    | (e) All Other Compensation. The amounts shown consist of payouts of unused vacation balances in 2021 (Mr. McGibney $12,398 and Mr. Praw $13,431); and the following items: | | | ■ | 401(k) Plan and DCP Matching Contributions. The respective aggregate 2023, 2022 and 2021 401(k) Plan and DCP matching contributions we made to our NEOs were as follows: Mr. Mezger $65,800, $64,300 and $63,400; Mr. Kaminski $48,750, $47,125 and $45,450; Mr. McGibney $49,250, $46,250 and $33,450; Mr. Praw $40,525, $39,025 and $37,700; and Mr. Woram $34,775, $39,025 and $37,700. | | ■ | Premium Payments. The respective aggregate premiums we paid for our NEOs in 2023, 2022 and 2021 for a supplemental medical expense reimbursement plan and life insurance policies, as described under “Other Benefits,” were as follows: Mr. Mezger $14,591, $14,609 and $14,643; Mr. Kaminski $13,091, $13,109 and $13,143; Mr. McGibney $13,031, $13,058 and $13,086; Mr. Praw $12,623, $12,641 and $12,675; and Mr. Woram $13,091, $13,109 and $13,143. |

  66. Grants of Plan-Based Awards During Fiscal Year 2023

    Grants of Plan-Based Awards During Fiscal Year 2023

  67. Grants of Plan-Based Awards During Fiscal Year 2023

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(b) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(c) | | | Grant Date Fair Value of Stock and Option Awards ($)(d) | | Name | Grant Date(a) | Type of Award | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | Mr. Mezger | 2/24/2023 | Annual Incentive | $1,293,750 | $2,587,500 | $8,280,000 | | | | | | | 10/05/2023 | PSUs | | | | 31,179 | 124,717 | 249,434 | $5,500,020 | | | 1/18/2024 | Restricted Stock | | | | | 27,465 | | 1,678,644 | | Mr. Kaminski | 2/24/2023 | Annual Incentive | 581,000 | 1,162,000 | 2,788,800 | | | | | | | 10/05/2023 | PSUs | | | | 8,504 | 34,014 | 68,028 | 1,500,017 | | Mr. McGibney | 2/24/2023 | Annual Incentive | 743,750 | 1,487,500 | 3,570,000 | | | | | | | 10/05/2023 | PSUs | | | | 12,755 | 51,020 | 102,040 | 2.249,982 | | Mr. Praw | 2/24/2023 | Annual Incentive | 483,000 | 966,000 | 2,318,400 | | | | | | | 10/05/2023 | PSUs | | | | 5,386 | 21,542 | 43,084 | 950,002 | | Mr. Woram | 2/24/2023 | Annual Incentive | 483,000 | 966,000 | 1,545,600 | | | | | | | 10/05/2023 | PSUs | | | | 5,102 | 20,408 | 40,816 | 899,993 | | | 1/18/2024 | Restricted Stock | | | | | 513 | | 31,383 |

  68. Grants of Plan-Based Awards During Fiscal Year 2023

    | (a) Grant Date. The date the Compensation Committee approved each award. The January 18, 2024 restricted stock grants represent each applicable recipient’s portion of their ultimate 2023 fiscal year annual incentive award, as discussed under “2023 Annual Incentives.” These awards vest in three equal annual installments beginning January 18, 2025. | | (b) Estimated Future Payouts Under Non-Equity Incentive Plan Awards. The 2023 target payouts were set at 225% of base salary for our CEO and at 140% — 175% of base salary for each of our other NEOs with the maximum incentive set at a multiple of four times target for our CEO, three times target for Messrs. Kaminski, McGibney, and Praw, and two times target for Mr. Woram. Notwithstanding these potential maximum incentive calculations, “Maximum” in the above table represents each officer’s maximum cash payout, which, as described under “2023 Annual Incentives,” was limited to no more than 80% of a participant’s respective maximum opportunity. “Threshold” represents the lowest possible payout if threshold performance is achieved for each performance measure. The performance measures are described under “2023 Annual Incentives.” | | (c) Estimated Future Payouts Under Equity Incentive Plan Awards. If there is a payout of the PSUs, “Threshold” represents the lowest possible payout (25% of the target award of shares granted) if threshold performance is achieved for each performance measure, and “Maximum” reflects the highest possible payout (200% of the target award of shares granted). The performance measures are described under “Performance-Based Restricted Stock Units.” If threshold performance is not achieved on all three measures, the NEOs will not receive any payout of the PSUs. | | (d) Grant Date Fair Value of Stock and Option Awards. The grant date fair value for each award is computed as described in footnote (b) to the Summary Compensation Table. The 2023 PSUs represent the grant date fair value of the probable award of shares of our common stock underlying the PSUs granted as of the grant date. The restricted stock amounts for Messrs. Mezger and Woram are the value of the respective grant each received on January 18, 2024, as discussed under “2023 Annual Incentives.” |

  69. Grants of Plan-Based Awards During Fiscal Year 2023

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  70. Outstanding Equity Awards at Fiscal Year-End 2023

    Outstanding Equity Awards at Fiscal Year-End 2023

  71. Outstanding Equity Awards at Fiscal Year-End 2023

    | | | Option Awards | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#)(a) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(b) | Market Value of Shares or Units of Stock That Have Not Vested ($)(c) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(d) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(d) | | Mr. Mezger | 10/8/2015 | 333,000 | $14.92 | 10/8/2025 | | | | | | | 10/6/2016 | 274,952 | 16.21 | 10/6/2026 | | | | | | | 10/8/2020 | | | | 249,626 | $13,005,515 | | | | | 10/7/2021 | | | | | | 127,194 | $6,626,807 | | | 11/14/2022 | | | | | | 166,003 | 8,648,756 | | | 1/19/2023 | | | | 60,514 | 3,152,779 | | | | | 10/5/2023 | | | | | | 124,717 | 6,497,756 | | Mr. Kaminski | 10/8/2015 | 115,000 | 14.92 | 10/8/2025 | | | | | | | 10/6/2016 | 82,486 | 16.21 | 10/6/2026 | | | | | | | 10/8/2020 | | | | 69,896 | 3,641,582 | | | | | 10/7/2021 | | | | | | 35,614 | 1,855,489 | | | 11/14/2022 | | | | | | 46,481 | 2,421,660 | | | 10/5/2023 | | | | | | 34,014 | 1,772,129 | | Mr. McGibney | 10/9/2014 | 14,781 | 14.62 | 10/9/2024 | | | | | | | 10/8/2015 | 14,000 | 14.92 | 10/8/2025 | | | | | | | 10/6/2016 | 20,621 | 16.21 | 10/6/2026 | | | | | | | 10/7/2021 | | | | | | 50,878 | 2,650,744 | | | 11/14/2022 | | | | | | 66,401 | 3,459,492 | | | 10/5/2023 | | | | | | 51,020 | 2,658,142 | | Mr. Praw | 10/8/2020 | | | | 44,932 | 2,340,957 | | | | | 10/7/2021 | | | | | | 22,895 | 1,192,830 | | | 11/14/2022 | | | | | | 29,880 | 1,556,748 | | | 10/5/2023 | | | | | | 21,542 | 1,122,338 |

  72. Outstanding Equity Awards at Fiscal Year-End 2023

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  73. Outstanding Equity Awards at Fiscal Year-End 2023

    | | | Option Awards | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#)(a) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(b) | Market Value of Shares or Units of Stock That Have Not Vested ($)(c) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(d) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(d) | | Mr. Woram | 10/8/2015 | 40,000 | $14.92 | 10/8/2025 | | | | | | | 10/6/2016 | 53,272 | 16.21 | 10/6/2026 | | | | | | | 10/8/2020 | | | | 42,436 | $2,210,916 | | | | | 10/7/2021 | | | | | | 21,623 | $1,126,558 | | | 11/14/2022 | | | | | | 28,220 | 1,470,262 | | | 1/19/2023 | | | | 5,613 | 292,437 | | | | | 10/5/2023 | | | | | | 20,408 | 1,063,257 |

  74. Outstanding Equity Awards at Fiscal Year-End 2023

    | (a) Number of Securities Underlying Unexercised Options Exercisable. Subsequent to our 2023 fiscal year end, Mr. Mezger exercised all 333,000 stock options granted to him on October 8, 2015; Mr. Kaminski exercised all 115,000 stock options granted to him on October 8, 2015; Mr. McGibney exercised all 14,781 stock options granted to him on October 9, 2014; and Mr. Woram exercised all stock options granted to him on October 8, 2015 and October 6, 2016. | | (b) Number of Shares or Units of Stock That Have Not Vested. The October 8, 2020 shares represent the shares of our common stock the Compensation Committee approved for grant on February 28, 2024 pursuant to the 2020 PSUs based on our performance through the performance period, as described under “2020 PSU Awards.” Upon this approval, the earned 2020 PSU-related shares became fully vested and unrestricted. The January 19, 2023 shares for Messrs. Mezger and Woram represent the portion of their earned 2022 fiscal year annual incentive that exceeded their cash payout limits under the program; these shares vest in three equal annual installments beginning on January 19, 2024. The table does not include the 27,465 and 513 restricted stock awards granted on January 18, 2024 to Messrs. Mezger and Woram, respectively, representing the portion of their earned 2023 fiscal year annual incentive that exceeded their cash payout limit under the program, as discussed under “2023 Annual Incentives.” These shares vest in three equal annual installments beginning on January 18, 2025. | | (c) Market Value of Shares or Units of Stock That Have Not Vested. The market value shown is based on the closing price of our common stock on November 30, 2023, which was $52.10. | | (d) Equity Incentive Plan Awards: Number and Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested. The awards shown are the PSUs granted to our NEOs in 2021, 2022 and 2023, reflecting target award amounts as of November 30, 2023, and the closing price of our common stock on November 30, 2023, which was $52.10. These PSUs will vest based on our achievement of certain performance measures, as described under “Performance-Based Restricted Stock Units,” over an applicable three-year performance period and subject to the recipients being employed through the date that the Compensation Committee determines the number of shares that were earned pursuant to the PSUs. |

  75. Option Exercises and Stock Vested During Fiscal Year 2023

    Option Exercises and Stock Vested During Fiscal Year 2023

  76. Option Exercises and Stock Vested During Fiscal Year 2023

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(a) | Value Realized on Vesting ($)(b) | | Mr. Mezger | 150,000 | $4,293,840 | 249,626 | $15,966,079 | | Mr. Kaminski | 108,396 | 3,960,051 | 69,896 | 4,470,548 | | Mr. McGibney | — | — | 2,288 | 96,920 | | Mr. Praw | — | — | 44,932 | 2,873,851 | | Mr. Woram | 40,000 | 1,515,356 | 42,436 | 2,714,207 |

  77. Option Exercises and Stock Vested During Fiscal Year 2023

    | (a) The shares reported are the total each NEO acquired from the vesting of their 2020 PSU awards, as discussed under “Long-Term Incentives,” except for Mr. McGibney, who acquired his reported shares through the vesting of a restricted stock award granted to him in 2020. | | (b) The amount shown is the total gross dollar value realized upon the vesting of the PSUs and the restricted stock, based on the closing price of our common stock on the vesting dates, and the applicable Dividend Equivalents paid on the earned PSUs. The restricted stock vested on October 25, 2023 with a closing price of $42.36 and the PSUs vested on February 28, 2024 with a closing price of $63.96. |

  78. Option Exercises and Stock Vested During Fiscal Year 2023

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  79. Pension Benefits During Fiscal Year 2023

    Pension Benefits During Fiscal Year 2023

  80. Pension Benefits During Fiscal Year 2023

    | Name* | Plan Name | Number of Years Credited Service (#)(a) | Present Value of Accumulated Benefit ($)(b) | Payments During Last Fiscal Year ($) | | Mr. Mezger | Retirement Plan | 30 | $10,997,651 | $— |

  81. Pension Benefits During Fiscal Year 2023

    | * Messrs. Kaminski, McGibney, Praw and Woram are not participants in the Retirement Plan, as the plan was open for a limited period and closed to new participants in 2004. | | (a) Number of Years of Credited Service. This is as of the valuation date. As of November 30, 2023, Mr. Mezger is fully vested in his Retirement Plan benefit. | | (b) Present Value of Accumulated Benefit. This amount represents the actuarial present value of the total retirement benefit that would be payable to Mr. Mezger under the Retirement Plan as of November 30, 2023. The payment of Retirement Plan benefits is described under “Retirement Programs.” The following key actuarial assumptions and methodologies were used to calculate this present value: the base benefit is assumed to begin as of the earliest possible date (generally the later of age 55 or the 10th anniversary of the commencement of participation); the base benefit is adjusted by past and future cost of living adjustments including a 3.2% increase for the fiscal year ending November 30, 2024 and an assumed 2.25% annual increase thereafter, until the last benefits are paid. The discount rate used to calculate the present value of the accumulated benefit shown in the table was 5.15%. Mr. Mezger is entitled to receive a lump sum payment of the actuarial value (as specified under the Retirement Plan) of his plan benefits in the event of a change in control or death. If any such event occurred on November 30, 2023, the payment to Mr. Mezger would be $11,306,529, using a 4.83% Applicable Federal Rate discount rate, as specified under the Retirement Plan. |

  82. Non-Qualified Deferred Compensation During Fiscal Year 2023

    Non-Qualified Deferred Compensation During Fiscal Year 2023

  83. Non-Qualified Deferred Compensation During Fiscal Year 2023

    | Name | Executive Contributions in Last Fiscal Year ($)(a) | Registrant Contributions in Last Fiscal Year ($)(b) | Aggregate Earnings in Last Fiscal Year ($)(c) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(d) | | Mr. Mezger | $46,000 | $46,000 | $420,104 | $— | $4,241,469 | | Mr. Kaminski | 48,750 | 28,950 | 94,570 | — | 1,268,585 | | Mr. McGibney | 99,250 | 29,450 | 42,421 | — | 679,934 | | Mr. Praw | 40,525 | 20,725 | 32,541 | (238,777) | 650,163 | | Mr. Woram | 28,679 | 14,975 | 55,070 | — | 850,450 |

  84. Non-Qualified Deferred Compensation During Fiscal Year 2023

    | (a) Executive Contributions in Last Fiscal Year. These amounts reflect compensation the NEOs earned in 2023 that they have voluntarily deferred. The amounts are included in the Summary Compensation Table. | | (b) Registrant Contributions in Last Fiscal Year. These amounts are matching contributions we made to the NEOs’ voluntary contributions to our DCP and are included in the Summary Compensation Table. The DCP is discussed under “Retirement Programs.” | | (c) Aggregate Earnings in Last Fiscal Year. These amounts do not include any above-market or preferential earnings. Accordingly, these amounts are not reported in the Summary Compensation Table. | | (d) Aggregate Balance at Last Fiscal Year End. These amounts reflect compensation the NEOs earned in 2023 or in prior years, but which they voluntarily elected to defer receipt, adjusted for changes in the value of their investments and distributions, if any. All the NEOs are fully vested in their respective balances. A portion of these amounts was previously reported as deferred compensation in the Summary Compensation Tables in our proxy statements for our 2020 annual meeting. |

  85. Pay Versus Performance

    Pay Versus Performance The following table presents information as required under Item 402(v) of SEC Regulation S-K regarding the relationship for the three most recently completed fiscal years between the compensation of our NEOs – as reported in the Summary Compensation Table and adjusted to reflect “compensation actually paid” (“CAP”) as defined under SEC rules – and our performance relative to the identified metrics. Our compensation philosophy and how we align executive compensation with our performance is described under “Compensation Discussion and Analysis.” The CAP amounts disclosed do not reflect the actual amount of compensation earned, realized, or received by our NEOs during the applicable fiscal year. The Compensation Committee did not consider the information provided in this section in making its compensation decisions for the years shown.

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  87. Pay Versus Performance

    | Fiscal Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(a) | Average Summary Compensation Table Total for Other NEOs ($)(b) | Average Compensation Actually Paid to Other NEOs ($)(a)(b) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($000s)(e) | AEPS ($)(f) | | | | | | | Total Shareholder Return ($)(c) | Peer Group Total Shareholder Return ($)(d) | | | | 2023 | $15,689,055 | $43,713,700 | $4,483,491 | $10,469,248 | $155.12 | $176.92 | $590,177 | $7.18 | | 2022 | 15,814,791 | 12,168,706 | 4,416,324 | 4,273,279 | 92.08 | 112.90 | 816,666 | 9.36 | | 2021 | 14,366,518 | 25,125,414 | 4,556,264 | 7,144,468 | 115.18 | 133.37 | 564,746 | 6.14 |

  88. Pay Versus Performance

    | (a) To calculate CAP per SEC rules, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable fiscal year. A reconciliation of the adjustments for the PEO and for the average of the other NEOs is set forth below. |

  89. Pay Versus Performance

    | | 2023 | | 2022 | | 2021 | | | | PEO | Average Other NEOs | PEO | Average Other NEOs | PEO | Average Other NEOs | | Summary Compensation Table Total | $15,689,055 | $4,483,491 | $15,814,791 | $4,416,324 | $14,366,518 | $4,556,264 | | Adjustments: | | | | | | | | Grant date fair value of stock awards from Summary Compensation Table | (7,178,664) | (1,407,844) | (7,105,882) | (1,336,330) | (4,999,996) | (1,575,004) | | Fair value of equity awards granted in the year and unvested as of year end(1) | 14,848,740 | 3,050,249 | 9,171,068 | 2,361,535 | 8,901,354 | 2,803,936 | | Increase (decrease) in fair value from prior year end of outstanding and unvested awards granted in prior years(2) | 18,435,361 | 4,092,993 | (5,939,248) | (1,127,786) | 5,205,965 | 1,168,011 | | Increase (decrease) in fair value from prior year end of vested awards granted in prior years(3) | 1,035,950 | 169,437 | (569,805) | (112,753) | 1,201,244 | 163,721 | | Dividends paid on awards during the year before vesting | 548,099 | 80,922 | 408,026 | 72,289 | 202,027 | 27,540 | | “Change in pension value and nonqualified deferred compensation earnings” from Summary Compensation Table | - | - | - | - | (142,560) | - | | Service cost for pension plans | 335,159 | - | 389,756 | - | 390,862 | - | | CAP (as calculated per SEC rules) | $43,713,700 | $10,469,248 | $12,168,706 | $4,273,279 | $25,125,414 | $7,144,468 |

  90. Pay Versus Performance

    | (1) Represents the aggregate fair value as of the indicated fiscal year-end of outstanding and unvested stock awards granted during such fiscal year, calculated using the same methodology used for financial statement reporting purposes. | | (2) Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards and option awards held, as of the last day of the indicated fiscal year, calculated using the same methodology used for financial statement reporting purposes. For awards subject to performance-based vesting conditions, the fair value is based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. | | (3) Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award and option award, that was granted in a prior fiscal year and which vested during the indicated fiscal year, calculated using the same methodology used for financial statement reporting purposes. |

  91. Pay Versus Performance

    | (b) Mr. Mezger served as our PEO for each fiscal year shown. Our other NEOs were as follows: Messrs. Kaminski, McGibney, Praw and Woram for the 2023 and 2022 fiscal years; and Messrs. Kaminski, McGibney and Praw, and Matthew W. Mandino for the 2021 fiscal year. |

  92. Pay Versus Performance

    | (c) The amounts reported reflect the cumulative total shareholder return (“TSR”) on our common stock for each of the last three fiscal years ended November 30, 2023, assuming an investment of $100 on November 30, 2020, and the reinvestment of dividends. |

  93. Pay Versus Performance

    | (d) The peer group used in this disclosure is the Dow Jones US Home Construction Index, which is the same index we used in the Stock Performance Graph in our Annual Report. The amounts reported reflect the cumulative TSR of the Dow Jones US Home Construction Index for each of the last three fiscal years ended November 30, 2023, assuming an investment of $100 on November 30, 2020, and the reinvestment of dividends. |

  94. Pay Versus Performance

    | (e) Represents net income reported in our audited consolidated financial statements for each of the applicable fiscal years. | | (f) Annex 2 to this Proxy Statement contains a reconciliation of our diluted earnings per share calculated in accordance with GAAP to the non-GAAP financial measure of AEPS. We included AEPS as our company-selected financial measure as this metric has the largest weighting in determining our NEO’s long-term incentive compensation, a significant component of their overall compensation. |

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  96. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List Below is a list of the most important financial performance measures we used to link CAP for our NEOs to our performance for the fiscal year ended November 30, 2023. Our use of these measures is discussed under “Compensation Discussion and Analysis.”

  97. Pay Versus Performance Tabular List

    | ■ | AEPS (the company-selected measure); | | ■ | AROIC; | | ■ | Adjusted pretax income; | | ■ | Revenue growth, relative to our peer group; | | ■ | Strategic measures, to the extent they incorporate or reflect financial performance metrics. |

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  99. CEO Pay Ratio

    CEO Pay Ratio For our last completed fiscal year ended November 30, 2023:

  100. CEO Pay Ratio

    | ■ | The annual total compensation of our median employee (excluding Mr. Mezger), based on W-2 compensation paid in the 12-month period ended November 30, 2023, and calculated consistent with how NEO total compensation is calculated for the Summary Compensation Table, was $119,068. | | ■ | Mr. Mezger’s annual total compensation, as reported in the 2023 Summary Compensation Table, was $15,689,055. | | ■ | Based on this information, the ratio of Mr. Mezger’s annual total compensation to our identified median employee’s is 132 to 1. |

  101. CEO Pay Ratio

    As of November 30, 2023, we had approximately 2,211 full-time and part-time employees. In identifying the median employee, we excluded our CEO and six employees who did not have regular earnings in the fiscal year due to extended leaves of absence or being hired at the end of November 2023. As the exact median employee compensation value fell between two employees whose W-2 compensation differed by approximately $65, we selected the individual with the longest tenure. Because companies are allowed to identify the median employee and determine a CEO pay ratio using various methodologies, estimates and assumptions applicable to their own employee populations, compensation practices and other circumstances, the pay ratio other companies report – including those in our peer group – may not be comparable to the foregoing pay ratio.

  102. Potential Payments Upon Termination of Employment or Change in Control

    Potential Payments Upon Termination of Employment or Change in Control Based on the terms of certain of our employee benefit plans – primarily our Executive Severance Plan and our CIC Plan – our NEOs are entitled to certain payments and other benefits if their employment is terminated under certain circumstances and/or if we experience a change in control. Mr. Mezger is also entitled to certain payments and other benefits in such circumstances under the terms of his Employment Agreement. Per Section 409A of the Code, certain payments to our NEOs would not commence for six months following a termination of employment.

  103. Potential Payments Upon Termination Of Employment Or Change In Control

    Potential Payments Upon Termination Of Employment Or Change In Control Post-Employment Payments — Mr. Mezger

  104. Potential Payments Upon Termination Of Employment Or Change In Control

    | Executive Payments and Benefits upon Termination or Change in Control | Voluntary Termination | Involuntary Termination for Cause | Involuntary Termination Without Cause/ Termination for Good Reason | Change in Control Without Termination | Change in Control With Termination for Good Reason or Without Cause | Death | Disability | | Severance | $— | $— | $14,035,244 | $— | $20,035,244 | $— | $— | | Long-term Incentives(a) | | | | | | | | | Restricted Stock | — | — | 2,101,870 | — | 3,152,779 | 3,152,779 | 3,152,779 | | PSUs | 21,214,050 | — | 21,214,050 | — | 29,093,445 | 36,416,333 | 36,416,333 | | DBO Plan(b) | — | — | — | 989,764 | 989,764 | 1,652,893 | — | | Health Benefits(c) | — | — | 80,495 | — | 80,495 | — | — | | Credited Vacation(d) | 88,462 | 88,462 | 88,462 | — | 88,462 | 88,462 | 88,462 | | TOTAL | $21,302,512 | $88,462 | $37,520,421 | $989,764 | $53,440,189 | $41,310,467 | $39,657,574 |

  105. Potential Payments Upon Termination Of Employment Or Change In Control

    | (a) Assumes Mr. Mezger’s 2020 PSUs pay out at 200% of the target value and other PSU grants pay out at 100% of target or prorated target values. Except for death and disability scenarios, assumes (i) Mr. Mezger’s 2023 PSUs have no value as the performance period would not have started by November 30, 2023; and (ii) Mr. Mezger’s termination would be considered a retirement under the applicable award agreements. Therefore, in the voluntary termination scenario, Mr. Mezger would receive full payout of his 2020 PSUs (at 200% of target), two-thirds of his 2021 PSUs and one-third of his 2022 PSUs. Mr. Mezger's restricted stock awards would immediately vest upon death, disability, and as a result of a qualifying termination in connection with a change in control. In an involuntary termination without cause or termination for good reason, he would vest in the restricted stock awards scheduled to vest in the 24 months following his termination. | | (b) Mr. Mezger’s designated beneficiaries would be entitled to receive an estimated death benefit of $1,652,893 ($1,000,000 benefit plus an income tax restoration payment of $652,893) upon his death. The present value of the benefit as of November 30, 2023 is approximately $687,405 based on a 5.32% discount factor and the PRI-2012 Top Quartile Employee and Healthy Annuitant Table (M/F), with the MP-2021 generational projection scales for life expectancy (consistent with mortality tables and rates used for Accounting Standards Codification Topic No. 715, “Compensation — Retirement Benefits” (“ASC 715”) valuations). For the change in control scenarios, the amounts shown are the cash surrender value of the underlying life insurance policy as of November 30, 2023 of $575,548 and an estimated tax restoration payment of $414,216. | | (c) Assumes we make 24 months of contributions for health benefits of approximately $3,354 per month. | | (d) Assumes payout of 160 hours of vacation benefits, which Mr. Mezger is credited with during his employment, regardless of actual vacation time taken. |

  106. Potential Payments Upon Termination Of Employment Or Change In Control

    Post-Employment Payments — Mr. Kaminski

  107. Potential Payments Upon Termination Of Employment Or Change In Control

    | Executive Payments and Benefits upon Termination or Change in Control | Voluntary Termination | Involuntary Termination for Cause | Involuntary Termination Without Cause/ Termination for Good Reason | Change in Control Without Termination | Change in Control With Termination for Good Reason or Without Cause | Death | Disability | | Severance | $— | $— | $5,631,562 | $— | $5,496,840 | $— | $— | | Long-term Incentives(a) | | | | | | | | | PSUs | 5,939,964 | — | 5,939,964 | — | 8,146,195 | 10,146,823 | 10,146,823 | | Health Benefits(b) | — | — | 61,074 | — | — | — | — | | TOTAL | $5,939,964 | $— | $11,632,600 | $— | $13,643,035 | $10,146,823 | $10,146,823 |

  108. Potential Payments Upon Termination Of Employment Or Change In Control

    | (a) The values for Mr. Kaminski’s PSU award-related payouts reflect the same assumptions as described in footnote (a) of Mr. Mezger’s table. | | (b) Assumes we make 24 months of contributions for health benefits of approximately $2,545 per month. |

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  110. Potential Payments Upon Termination Of Employment Or Change In Control

    Post-Employment Payments — Mr. McGibney

  111. Potential Payments Upon Termination Of Employment Or Change In Control

    | Executive Payments and Benefits upon Termination or Change in Control | Voluntary Termination | Involuntary Termination for Cause | Involuntary Termination Without Cause/ Termination for Good Reason | Change in Control Without Termination | Change in Control With Termination for Good Reason or Without Cause | Death | Disability | | Severance | $— | $— | $6,619,227 | $— | $6,084,783 | $— | $— | | Long-term Incentives(a) | | | | | | | | | PSUs | — | — | — | — | 6,230,490 | 9,201,888 | 9,201,888 | | Performance Cash | — | — | — | — | — | 531,358 | 531,358 | | Health Benefits(b) | — | — | 74,768 | — | — | — | — | | TOTAL | $— | $— | $6,693,995 | $— | $12,315,273 | $9,733,246 | $9,733,246 |

  112. Potential Payments Upon Termination Of Employment Or Change In Control

    | (a) The values for Mr. McGibney's 2021, 2022 and 2023 PSU award related payouts reflect the same assumptions as described in footnote (a) of Mr. Mezger's table, except that Mr. McGibney is not currently eligible to retire under the terms of the applicable award agreements. Upon death or disability, he or his beneficiaries would be entitled to receive performance cash payments as if he had remained employed through the determination date; the 2020 performance cash award is assumed to pay out at 193.22% of the award. | | (b) Assumes we make 24 months of contributions for health benefits of approximately $3,115 per month. |

  113. Potential Payments Upon Termination Of Employment Or Change In Control

    Post-Employment Payments — Mr. Praw

  114. Potential Payments Upon Termination Of Employment Or Change In Control

    | Executive Payments and Benefits upon Termination or Change in Control | Voluntary Termination | Involuntary Termination for Cause | Involuntary Termination Without Cause/ Termination for Good Reason | Change in Control Without Termination | Change in Control With Termination for Good Reason or Without Cause | Death | Disability | | Severance | $— | $— | $4,563,474 | $— | $4,449,307 | $— | $— | | Long-term Incentives(a) | | | | | | | | | PSUs | 3,818,485 | — | 3,818,485 | — | 5,236,759 | 6,505,080 | 6,505,080 | | DBO Plan(b) | — | — | — | 1,360,455 | 1,360,455 | 2,012,072 | — | | Health Benefits(c) | — | — | 61,074 | — | — | — | — | | TOTAL | $3,818,485 | $— | $8,443,033 | $1,360,455 | $11,046,521 | $8,517,152 | $6,505,080 |

  115. Potential Payments Upon Termination Of Employment Or Change In Control

    | (a) The values for Mr. Praw’s PSU award-related payouts reflect the same assumptions as described in footnote (a) of Mr. Mezger’s table. | | (b) Mr. Praw’s designated beneficiaries would be entitled to receive an estimated death benefit of $2,012,072 ($1,000,000 benefit plus an income tax restoration payment of $1,012,072) upon his death. The present value of the benefit as of November 30, 2023 is approximately $1,095,355 based on the factors described in footnote (b) of Mr. Mezger’s table. For the change in control scenarios, the amounts shown are the cash surrender value of the underlying life insurance policy as of November 30, 2023 of $644,176 and an estimated tax restoration payment of $716,278. | | (c) Assumes we make 24 months of contributions for health benefits of approximately $2,545 per month. |

  116. Potential Payments Upon Termination Of Employment Or Change In Control

    Post-Employment Payments — Mr. Woram

  117. Potential Payments Upon Termination Of Employment Or Change In Control

    | Executive Payments and Benefits upon Termination or Change in Control | Voluntary Termination | Involuntary Termination for Cause | Involuntary Termination Without Cause/ Termination for Good Reason | Change in Control Without Termination | Change in Control With Termination for Good Reason or Without Cause | Death | Disability | | Severance | $— | $— | $4,323,428 | $— | $4,209,261 | $— | $— | | Long-term Incentives(a) | | | | | | | | | Restricted Stock | — | — | — | — | 292,437 | 292,437 | 292,437 | | PSUs | 3,606,357 | — | 3,606,357 | — | 4,945,837 | 6,147,142 | 6,147,142 | | Health Benefits(b) | — | — | 61,074 | — | — | — | — | | TOTAL | $3,606,357 | $— | $7,990,859 | $— | $9,447,535 | $6,439,579 | $6,439,579 |

  118. Potential Payments Upon Termination Of Employment Or Change In Control

    | (a) The values for Mr. Woram’s PSU award-related payouts reflect the same assumptions as described in footnote (a) of Mr. Mezger’s table. Mr. Woram's restricted stock awards would immediately vest upon death, disability and as a result of a qualifying termination in connection with a change in control. | | (b) Assumes we make 24 months of contributions for health benefits of approximately $2,545 per month. |

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