DEF 14A of KB Home
Filed Mar 13, 2026 · FY20250001308179-26-000068
Table of Contents
| Pension Benefits During Fiscal Year 2025 | 43 | | Non-Qualified Deferred Compensation During Fiscal Year 2025 | 44 | | Pay Versus Performance | 44 | | ■Pay Ratio | 47 | | Potential Payments Upon Termination of Employment or Change in Control | 47 | | ■Advisory Vote to Approve Named Executive Officer Compensation | 51 | | Responsiveness to Stockholders | 51 | | Pay for Performance and 2025 Fiscal Year CEO Compensation | 51 | | ■Ratify Ernst & Young LLP's Appointment as Independent Auditor | 53 | | Independent Auditor Services and Fees | 53 | | Audit Committee Report | 54 | | ■Annual Meeting Voting Matters and Other Information | 55 | | Voting Your Shares | 55 | | Voting Standards | 55 | | Voting Procedures | 55 | | Proxy Solicitation Costs | 56 | | Internet Availability of Proxy Materials | 56 | | Stockholder Proposals for Our 2027 Annual Meeting of Stockholders | 56 | | ■Commitment to Sustainability | 57 | | ■Annex 1 Corporate Governance Processes and Procedures | 58 | | Director Independence Determinations | 58 | | Related Party Transactions | 58 | | Director Qualifications and Nominations | 59 | | Board Evaluation Process | 59 | | Audit Fee Pre-Approval Policy; Audit Committee Designation | 59 | | ■Annex 2 Reconciliation of Non-GAAP Financial Measures | 60 |
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 Messrs. Mezger and McGibney, each of whom 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.
Non-Employee Director Compensation
Non-Employee Director Compensation ■Lead Independent Director Retainer – $40,000 ■Committee Retainers:
Non-Employee Director Compensation
| | Chair | Member | | Audit | $27,500 | $12,500 | | Compensation | $21,000 | $10,000 | | Nominating | $20,000 | $10,000 |
Non-Employee Director Compensation
■Meeting Fees – $1,500 per applicable meeting Retainers Each director may elect to receive retainers in equal quarterly cash installments, in unrestricted shares of our common stock or in deferred common stock awards (“stock units”). Equity-based award grants are made as described below. Equity-Based Award Grants Except as noted below, each director may elect to receive their equity-based award grant in common stock or stock units. Grants are made on election to the Board, with the rounded number of shares/units based on our common stock’s grant date closing price. Directors receive a share of our common stock for each stock unit they hold on the earlier of a change in control or leaving the Board. Directors receive cash dividends on their common stock holdings and cash dividend equivalent payments on their stock units. Stock units have no voting rights. If a director has not satisfied their stock ownership requirement (see under “Stock Ownership Requirements”), they can receive only stock units for their equity-based award grant and must hold all shares of common stock until they satisfy the requirement or leave the Board. Meeting Fees Directors receive fees for each non-regularly scheduled Board or committee meeting they attend, provided they have also attended all prior meetings of that same body during the applicable Director Year, which is the period between our annual meetings. Indemnification Agreements We have agreements with our directors, which were updated in January 2024, that provide them with indemnification and advancement of expenses to supplement what our Certificate of Incorporation and insurance policies provide, subject to certain limitations.
Non-Employee Director Compensation
| KB Home 2026 Annual Meeting of Stockholders and Proxy Statement | 13 |
Non-Employee Director Compensation
| Director Compensation Director Compensation During Fiscal Year 2025 |
Director Compensation During Fiscal Year 2025
Director Compensation During Fiscal Year 2025
Director Compensation During Fiscal Year 2025
| Name | Fees Earned or Paid in Cash ($)(a) | Stock Awards ($)(b) | All Other Compensation ($) | Total ($) | | Mr. Barra | $22,500 | $262,500 | $— | $285,000 | | Mr. Collins | 120,000 | 162,500 | — | 282,500 | | Ms. Dominguez | 122,500 | 162,500 | — | 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. Henry | 120,000 | 162,500 | — | 282,500 | | Ms. Kozlak | 100,000 | 223,500 | — | 323,500 | | Mr. Weaver | 100,000 | 192,500 | — | 292,500 |
Director Compensation During Fiscal Year 2025
(a)Fees Earned or Paid in Cash. These amounts represent cash retainers paid to directors per their individual elections. (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 2025 based on their individual elections with regard to their retainers and type of equity-based award 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 17, 2025, The table below shows the respective grants to our directors in 2025.
Director Compensation During Fiscal Year 2025
| Name | 2025 Common Stock Grants (#) | 2025 Stock Unit Grants (#) | | Mr. Barra | 5,079 | — | | Mr. Collins | 3,144 | — | | Ms. Dominguez | 3,144 | — | | Mr. Eltife | 3,144 | — | | Dr. Gabriel | 3,144 | — | | Dr. Gilligan | — | 3,144 | | Ms. Henry | — | 3,144 | | Ms. Kozlak | — | 4,324 | | Mr. Weaver | — | 3,724 |
Director Compensation During Fiscal Year 2025
The aggregate number of outstanding equity-based awards held by our non-employee directors at the end of our 2025 fiscal year are shown under “Ownership of KB Home Securities.”
Director Compensation During Fiscal Year 2025
| 14 | KB Home 2026 Annual Meeting of Stockholders and Proxy Statement |
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 2027 annual meeting. Other than Mr. McGibney, who the Board elected as a director effective March 1, 2026, each nominee is standing for re-election. Each nominee has consented to being nominated and agreed to serve as a director if elected. After nine years of service, Mr. Weaver has 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 10 directors.
Process and Policies
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. Among the data the Compensation Committee considers is 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. Role of Our Management and Compensation Consultants In 2025, Mr. Mezger, our senior human resources and legal department executives, and FWC provided 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 Executive Chairman’s, 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 2025, 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. 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 at least annually. 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 group’s members were most recently adjusted in October 2024 to remove peer M.D.C. Holdings, Inc., which was acquired by a Japanese company during that year, and to add two new peers – Century Communities, Inc. and M/I Homes, Inc. Based on when they were added to or removed from our peer group, none of the foregoing three companies was part of the peer group for determining the 2022 PSU share payouts. In February 2026, Tri Pointe Homes, Inc. announced it is being acquired by a Japanese company. As of their most recently filed proxy statements before the date of this Proxy Statement, each member of our peer group listed below included us in its own peer group.
OUR PEER GROUP
OUR PEER GROUP
OUR PEER GROUP
| ■Beazer Homes USA, Inc. ■Hovnanian Enterprises, Inc. ■M/I Homes, Inc. ■Taylor Morrison Home Corporation | ■Century Communities, Inc. ■Lennar Corporation ■NVR, Inc. ■Toll Brothers, Inc. | ■D.R. Horton, Inc. ■Meritage Homes Corporation ■Pulte Group, Inc. ■Tri Pointe Homes. Inc. |
OUR PEER GROUP
As of December 31, 2025, the reported total revenues (on a trailing 12-month basis) of the companies in our above-listed peer group were within a range of approximately 0.4 to 5.5 times our total revenues, and our total revenues of $6.24 billion placed us at the 50th percentile of the peer group. Also, as of December 31, 2025, the peer group’s market capitalization was within a range of approximately 0.2 to 11.8 times our market capitalization of $3.56 billion, which was at the 43rd percentile of the peer group.
OUR PEER GROUP
| KB Home 2026 Annual Meeting of Stockholders and Proxy Statement | 37 |
OUR PEER GROUP
| Compensation Discussion and Analysis Executive Compensation Decision‑Making Process and Policies |
OUR PEER GROUP
Equity Stock Ownership Policy Our longstanding executive stock ownership policy is intended to encourage, and has encouraged, our executives to increase their ownership of our common stock over time and to align their interests with our stockholders’ interests. Under the policy, designated senior executives are expected to achieve specific levels of common stock ownership within five years of joining us or being promoted to a position with a higher ownership level and, once achieved, maintain such ownership throughout their employment with us. The targeted common stock ownership levels for our NEOs are as follows:
OUR PEER GROUP
| Executive | Ownership Guideline | | CEO | 6.0 times base salary | | COO | 3.0 times base salary | | Other NEOs | 2.0 times base salary |
OUR PEER GROUP
Common stock ownership includes shares directly owned by the NEO, and shares are valued at the greater of the most recent closing price on a valuation date and the closing price on the date shares are acquired. Shares subject to unearned PSUs or unexercised stock options do not count toward common stock ownership. Designated executives are required to hold all vested net (after-tax) shares of time-vesting and performance-vesting restricted stock and up to 100% of net shares acquired through stock option exercises until their applicable stock ownership guideline is met, absent a hardship or other qualified exception. Each NEO is in compliance with the requirements of the policy. Prohibition on Hedging/Pledging of Our Securities To further align their interests with those of our stockholders, our employees and non-employee directors cannot engage in short sales of our securities and cannot buy or sell puts, calls or purchase any other financial instruments that are designed to hedge or offset decreases in the value of our securities. They also cannot hold our securities in a margin account or otherwise pledge our securities as collateral for any loan. Equity-Based Award Grant Policy and Grant Practices Our equity-based award grant policy governs the timing and establishes certain internal controls over the grant of equity-based awards, including stock options (which we have not granted since 2016), restricted stock and PSUs. The policy establishes, among other things, that the Compensation Committee (or the Board) must approve all grants of equity-based awards and their terms, and the delegation of this authority to our management is not permitted. The policy also specifies that 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; annual long-term incentive equity-based awards to existing employees are to be granted only at a regularly scheduled meeting of the Compensation Committee or Board (either, a “granting body”), typically held in October; new hire or promotion awards are to be granted at a regularly scheduled meeting of the granting body that is on (or that is the earliest following) the date of an applicable circumstance; and the granting body generally avoids approving equity-based awards and setting grant dates during the trading blackout periods established under our Trading Policy to align with that policy’s prohibition on our and covered persons’ trading in our securities when aware of material, non-public information about the company. While the quarterly trading blackouts under the Trading Policy begin 15 days before each fiscal quarter-end and end after we have filed with the SEC the applicable periodic report for that fiscal quarter, absent an event-specific trading blackout being in effect, the granting body may approve equity-based awards and set grant dates in the period beginning after we have publicly released the quarter’s earnings and ending when the next trading blackout starts under the Trading Policy. We do not time the disclosure of material nonpublic information for the purpose of affecting the value of equity-based awards granted to our employees. Compensation Recovery Policy We maintain an incentive-based compensation recovery policy that is intended to comply with NYSE listing standards. Under the policy, if we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, we will be entitled to recover in accordance with the listing standard the amount of erroneously awarded incentive-based compensation an executive officer received. In addition, under Mr. Mezger’s employment agreement, we may require him to repay certain bonus and incentive- or equity-based compensation he receives as well as any profits realized from the sale of certain securities if we are required to restate our financial statements as a result of his misconduct, consistent with Section 304 of the Sarbanes-Oxley Act of 2002.
OUR PEER GROUP
| 38 | KB Home 2026 Annual Meeting of Stockholders and Proxy Statement |
OUR PEER GROUP
Executive Compensation Program Tax Implications Although under the Internal Revenue Code (“Code”), we are generally 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 under the Code where it believes it is in our and our stockholders’ best interests to do so. Indemnification Agreements We have entered into agreements with each NEO and certain other senior executives, which were updated in January 2024, that provide them with indemnification and advancement of expenses to supplement what our Certificate of Incorporation and insurance policies provide, subject to certain limitations. Severance, Change in Control, Post-Termination Arrangements and Other Benefits
Severance Arrangements
Severance Arrangements Certain severance benefits are provided under Mr. Mezger’s Employment Agreement and our Executive Severance Plan, in which our other NEOs participate (Mr. Kaminski participated during his employment with us in 2025), 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
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-based awards require double-trigger vesting in a change in control.
Summary Compensation Table
Summary Compensation Table
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, Executive Chairman of the Board (former Chief Executive Officer)(f) | | | | | | | | | 2025 | $1,150,000 | $— | $7,200,017 | $5,846,862 | $434,464 | $85,899 | $14,717,242 | | 2024 | 1,150,000 | — | 8,699,979 | 6,295,702 | 482,359 | 81,291 | 16,709,331 | | 2023 | 1,150,000 | — | 7,178,664 | 7,280,000 | — | 80,391 | 15,689,055 | | Robert V. McGibney, President and Chief Executive Officer (former Chief Operating Officer)(f) | | | | | | | | | 2025 | 912,500 | — | 3,499,975 | 2,826,839 | — | 72,239 | 7,311,553 | | 2024 | 891,667 | — | 2,999,978 | 3,768,968 | — | 66,531 | 7,727,144 | | 2023 | 820,833 | — | 2,249,982 | 3,723,971 | — | 62,281 | 6,857,067 | | Robert R. Dillard, Executive Vice President and Chief Financial Officer | | | | | | | | | 2025 | 502,885 | — | 2,750,008 | 701,006 | — | 129,357 | 4,083,256 | | Albert Z. Praw, Executive Vice President, Real Estate and Business Development | | | | | | | | | 2025 | 725,417 | — | 950,005 | 1,353,038 | — | 61,017 | 3,089,477 | | 2024 | 700,417 | — | 949,978 | 1,803,306 | — | 54,648 | 3,508,349 | | 2023 | 675,417 | — | 950,002 | 1,701,060 | — | 53,148 | 3,379,627 | | Brian J. Woram, Executive Vice President and General Counsel | | | | | | | | | 2025 | 725,417 | — | 950,005 | 1,253,180 | — | 59,723 | 2,988,325 | | 2024 | 700,417 | — | 1,019,880 | 1,601,600 | — | 48,008 | 3,369,905 | | 2023 | 675,417 | — | 931,376 | 1,545,600 | — | 47,866 | 3,200,259 | | Jeff J. Kaminski, Former Executive Vice President and Chief Financial Officer | | | | | | | | | 2025 | 617,004 | — | — | — | — | 38,724 | 655,728 | | 2024 | 840,417 | — | — | 2,249,419 | — | 63,516 | 3,153,352 | | 2023 | 812,500 | — | 1,500,017 | 2,122,653 | — | 61,841 | 4,497,011 |
Summary Compensation Table
(a)Salary. As discussed under “Base Salaries,” the following NEO annual base salary levels were increased in July 2025 to the following amounts: Mr. McGibney $930,000; Mr. Praw $740,000; and Mr. Woram $740,000. Mr. Mezger’s base salary has not changed since 2017. Mr. McGibney’s annual base salary increase was prior to his promotion to CEO on March 1, 2026. Mr. Dillard’s annual base salary upon joining us on March 31, 2025 was $750,000. The 2025 base salary amount reported for Mr. Kaminski includes his service as our CFO until his retirement effective in early 2025 and his employment with us in an advisory capacity for the subsequent six months. (b)Stock Awards. These amounts include the aggregate grant date fair value of stock awards (consisting of PSUs granted in October 2025) 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 2025 stock awards represent the grant date fair value of the probable (i.e., target) 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 $14,400,034; Mr. McGibney $6,999,949; Mr. Dillard $3,499,975; Mr. Praw $1,900,009; and Mr. Woram $1,900,009. The amount for Mr. Dillard also includes the $1,000,021 value of the new hire restricted stock grant received on April 17, 2025, as shown in the Grants of Plan-Based Awards During Fiscal Year 2025 table. (c)Non-Equity Incentive Plan Compensation. For Mr. McGibney, the 2023 amount reflects the sum of his annual incentive and a $531,358 performance cash award (originally granted to him prior to his becoming an executive officer). For all other NEOs, the amounts reflect only cash 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. (e)All Other Compensation. The amounts shown are the minimal incremental costs associated with spousal travel expense as applicable, for a business-related event in 2025 (Mr. Dillard joined us after the 2025 event), and the following items: ■401(k) Plan and DCP Matching Contributions. The respective aggregate 2025, 2024 and 2023 401(k) Plan and DCP matching contributions we made to our NEOs were as follows: Mr. Mezger $67,000, $66,700 and $65,800; Mr. McGibney $54,750, $53,500 and $49,250; Mr. Praw $43,525, $42,025 and $40,525; Mr. Woram $42,333, $34,917 and $34,775; and Mr. Kaminski $25,275, $50,425, and $48,750. In 2025, the aggregate amount for Mr. Dillard was $21,000. ■Premium Payments. The respective aggregate premiums we paid for our NEOs in 2025, 2024 and 2023 for a supplemental medical expense reimbursement plan and life insurance policies, as described under “Other Benefits,” were as follows: Mr. Mezger $14,853, $14,591 and $14,591; Mr. McGibney $13,287, $13,031 and $13,031; Mr. Praw $12,885, $12,623 and $12,623; Mr. Woram $13,307, $13,091 and $13,091; and Mr. Kaminski $9,814, $13,091 and $13,091. In 2025, the aggregate premium for Mr. Dillard was $8,946. ■Relocation Assistance. In connection with his hiring, Mr. Dillard received a total of $99,411 in relocation-related payments, reimbursements or services to cover various moving expenses, temporary housing and any associated personal tax liability. The tax reimbursement portion of the total was $28,691. (f) Effective March 1, 2026, Mr. Mezger became Executive Chairman of the Board and Mr. McGibney was promoted to CEO.
Summary Compensation Table
| KB Home 2026 Annual Meeting of Stockholders and Proxy Statement | 41 |
Summary Compensation Table
| Executive Compensation Grants of Plan-Based Awards During Fiscal Year 2025 |
Grants of Plan-Based Awards During
Grants of Plan-Based Awards During
Fiscal Year 2025
| Executive Compensation Outstanding Equity Awards at Fiscal Year-End 2025 |
Outstanding Equity Awards at
Outstanding Equity Awards at
Fiscal Year-End 2025
| Executive Compensation Option Exercises and Stock Vested During Fiscal Year 2025 |
Option Exercises and Stock Vested During
Option Exercises and Stock Vested During
Pension Benefits During Fiscal Year 2025
Pension Benefits During Fiscal Year 2025
Pension Benefits During Fiscal Year 2025
| Name* | Plan Name | Number of Years Credited Service (#)(a) | Present Value of Accumulated Benefit ($)(b) | Payments During Last Fiscal Year ($) | | Mr. Mezger | Retirement Plan | 32 | $11,914,474 | $— |
Pension Benefits During Fiscal Year 2025
*None of our other NEOs, including Mr. Kaminski, are 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, 2025, 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, 2025. 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 2.8% increase for the fiscal year ending November 30, 2026 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 4.83%. 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, 2025, the payment to Mr. Mezger would be $12,135,575, using a 4.62% Applicable Federal Rate discount rate, as specified under the Retirement Plan.
Pension Benefits During Fiscal Year 2025
| 44 | KB Home 2026 Annual Meeting of Stockholders and Proxy Statement |
Pension Benefits During Fiscal Year 2025
| Executive Compensation Non-Qualified Deferred Compensation During Fiscal Year 2025 |
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation
Pay Versus Performance
Pay Versus Performance The following table presents information as required under Item 402(v) of SEC Regulation S-K regarding the relationship for the five most recently completed fiscal years between the compensation of our NEOs – as reported in the Summary Compensation Table and adjusted to reflect “compensation actually paid” (“CAP”) as defined under SEC rules – and our performance relative to the identified metrics. Our compensation philosophy and how we align executive compensation with our performance is described under “Compensation Discussion and Analysis.” The CAP amounts disclosed do not reflect the actual amount of compensation earned, realized, or received by our NEOs during the applicable fiscal year. The Compensation Committee did not consider the information provided in this section in making its compensation decisions for the years shown.
Pay Versus Performance
| Fiscal Year | Summary Compensation Table Total for PEO ($) | 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 Stockholder Return ($)(c) | Peer Group Total Stockholder Return ($)(d) | | | | 2025 | $14,717,242 | $(4,354,437) | $3,625,668 | $(993,295) | $197.40 | $232.34 | $428,789 | $6.16 | | 2024 | 16,709,331 | 51,037,727 | 4,439,688 | 11,843,645 | 249.67 | 255.39 | 655,018 | 8.45 | | 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 |
Pay Versus Performance
| KB Home 2026 Annual Meeting of Stockholders and Proxy Statement | 45 |
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.
Pay Versus Performance
| | 2025 | | | | PEO | Average Other NEOs | | Summary Compensation Table Total | $14,717,242 | $3,625,668 | | Adjustments: | | | | Grant date fair value of stock awards from Summary Compensation Table | (7,200,017) | (1,629,999) | | Fair value at fiscal year end of outstanding and unvested equity awards granted in the fiscal year(1) | 13,488,907 | 2,658,315 | | Change in fair value of outstanding and unvested equity awards granted in prior fiscal years(2) | (20,567,402) | (4,152,535) | | Change in fair value as of the vesting date of equity awards granted in prior fiscal years that vested in the fiscal year(3) | (5,353,332) | (1,019,151) | | Fair Value at prior fiscal year end of forfeited equity awards in the fiscal year (4) | — | (604,128) | | Dividends paid on awards during the year before vesting | 667,346 | 128,535 | | “Change in pension value and nonqualified deferred compensation earnings” from Summary Compensation Table | (434,464) | — | | Service cost for pension plans | 327,283 | — | | Compensation Actually Paid (as calculated per SEC rules) | $(4,354,437) | $(993,295) |
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. (4)Represents a deduction of the fair value, as of the prior fiscal year end, of equity awards granted in prior fiscal years that failed to meet applicable vesting conditions during the fiscal year. (b)Mr. Mezger served as our PEO for each fiscal year shown. Our other NEOs were as follows: Messrs. McGibney, Dillard, Praw, Woram and Kaminski for the 2025 fiscal year; Messrs. Kaminski, McGibney, Praw and Woram for the 2024, 2023 and 2022 fiscal years; and Messrs. Kaminski, McGibney, Praw, and Matthew W. Mandino for the 2021 fiscal year. (c)The amounts reported reflect the cumulative TSR on our common stock for each of the last five fiscal years ended November 30, 2025, assuming an investment of $100 on November 30, 2020, and the reinvestment of dividends. (d)The peer group used in this disclosure is the Dow Jones US Home Construction Index, which is the same index 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 five fiscal years ended November 30, 2025, assuming an investment of $100 on November 30, 2020, and the reinvestment of dividends. (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.
Pay Versus Performance
| 46 | KB Home 2026 Annual Meeting of Stockholders and Proxy Statement |
Pay Versus Performance
Relationship Between CAP and Financial Performance Measures The graphs below illustrate the relationships between CAP for the PEO and the average CAP for our other NEOs, with (i) the cumulative TSR of our common stock, (ii) our AEPS, and (iii) our net income, each as set forth in the Pay Versus Performance table above, as well as the relationship between the cumulative TSR of our common stock and of the Dow Jones US Home Construction Index.
Pay Versus Performance
| CAP vs. Cumulative TSR |
Pay Versus Performance
| | PEO | | Average for other NEOs | | KB Home | | Dow Jones US Home Construction Index |
Pay Versus Performance
| CAP vs. Net Income |
Pay Versus Performance
| | PEO | | Average for other NEOs | | Net Income |
Pay Versus Performance
| CAP vs. AEPS |
Pay Versus Performance
| | PEO | | Average for other NEOs | | AEPS |
Pay Versus Performance
| KB Home and Peer Cumulative TSR Comparison |
Pay Versus Performance
| | KB Home | | Dow Jones US Home Construction Index |
Pay Versus Performance
| KB Home 2026 Annual Meeting of Stockholders and Proxy Statement | 47 |
Pay Versus Performance
| Executive Compensation Pay Ratio |
Pay Versus Performance
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, 2025. Our use of these measures is discussed under “Compensation Discussion and Analysis.” ■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.
Pay Ratio
Pay Ratio For our last completed fiscal year ended November 30, 2025: ■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, 2025, and calculated consistent with how NEO total compensation is calculated for the Summary Compensation Table, was $116,745. ■Mr. Mezger’s annual total compensation, as reported in the 2025 Summary Compensation Table, was $14,717,242. ■Based on this information, the ratio of Mr. Mezger’s annual total compensation to our identified median employee’s is 126 to 1. As of November 30, 2025, we had approximately 2,128 full-time and part-time employees. In identifying the median employee, we excluded Mr. Mezger and five employees who did not have regular earnings in the fiscal year due to extended leaves of absence. Because companies are allowed to identify the median employee and determine a 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.
Potential Payments Upon Termination of
Potential Payments Upon Termination of
Post-Employment Payments — Mr. Mezger
| Executive Payments and Benefits upon Termination or Change in Control | Voluntary Termination at Any Time or Contract Non- Extension | 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 | $— | $— | $14,780,073 | $— | $20,780,073 | $— | $— | | Long-term Incentives(a) | | | | | | | | | Restricted Stock | — | — | 3,425,380 | — | 3,900,392 | 3,900,392 | 3,900,392 | | PSUs | 32,485,620 | — | 32,485,620 | — | 38,959,662 | 39,380,791 | 39,380,791 | | DBO Plan(b) | — | — | — | 1,062,527 | 1,062,527 | 1,652,893 | — | | Health Benefits(c) | — | — | 89,768 | — | 89,768 | — | — | | Credited Vacation(d) | 88,462 | 88,462 | 88,462 | — | 88,462 | 88,462 | 88,462 | | TOTAL | $32,574,082 | $88,462 | $50,869,303 | $1,062,527 | $64,880,884 | $45,022,538 | $43,369,645 |
Post-Employment Payments — Mr. McGibney
| 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 | $— | $— | $7,440,000 | $— | $8,465,637 | $— | $— | | Long-term Incentives(a) | | | | | | | | | PSUs | — | — | — | — | 12,528,205 | 16,624,303 | 16,624,303 | | Health Benefits(b) | — | — | 84,716 | — | — | — | — | | TOTAL | $— | $— | $7,524,716 | $— | $20,993,842 | $16,624,303 | $16,624,303 |
Post-Employment Payments — Mr. Dillard
| 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 | $— | $— | $— | $— | $1,500,000 | $— | $— | | Long-term Incentives(a) | | | | | | | | | Restricted Stock | — | — | — | — | 1,245,043 | 1,245,043 | 1,245,043 | | PSUs | — | — | — | — | — | 1,962,392 | 1,962,392 | | TOTAL | $— | $— | $— | $— | $2,745,043 | $3,207,435 | $3,207,435 |
Post-Employment Payments — Mr. Praw
| 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 | $— | $— | $5,030,545 | $— | $4,901,378 | $— | $— | | Long-term Incentives(a) | | | | | | | | | PSUs | 4,255,069 | — | 4,255,069 | — | 5,214,755 | 6,344,980 | 6,344,980 | | DBO Plan(b) | — | — | — | 1,443,143 | 1,443,143 | 2,012,072 | — | | Health Benefits(c) | — | — | 68,965 | — | — | — | — | | TOTAL | $4,255,069 | $— | $9,354,579 | $1,443,143 | $11,559,276 | $8,357,052 | $6,344,980 |
Post-Employment Payments — Mr. Woram
| 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 | $— | $— | $4,766,951 | $— | $4,639,784 | $— | $— | | Long-term Incentives(a) | | | | | | | | | Restricted Stock | — | — | — | — | 208,751 | 208,751 | 208,751 | | PSUs | 5,101,774 | — | 5,101,774 | — | 6,037,898 | 6,100,772 | 6,100,772 | | Health Benefits(b) | — | — | 68,965 | — | — | — | — | | TOTAL | $5,101,774 | $— | $9,937,690 | $— | $10,886,433 | $6,309,523 | $6,309,523 |