Corporate Governance Certain Relationships and Related Transactions
Certain Relationships and Related Transactions
All “related person transactions” (as defined by SEC rules) must be approved by our Audit Committee. Directors and executive officers are specifically asked to disclose such transactions annually. Directors must recuse themselves from any discussion or decision affecting their personal, business, or professional interests.
Current SEC rules require disclosure of any transaction, arrangement, or relationship in which (i) Lennar or one of its subsidiaries is a participant, (ii) the amount involved exceeds $120,000, and (iii) any executive officer, director, director nominee, beneficial owner of more than 5% of Lennar’s common stock, or any immediate family member of any such person, has or will have a direct or indirect material interest. Except as described below, since December 1, 2022, we have not had any such transactions, arrangements, or relationships.
In February 2015, Mr. Miller, our Executive Chairman and Co-Chief Executive Officer (effective September 1, 2023), entered into a Time-Sharing Agreement with one of our subsidiaries that provides that Mr. Miller can sub-lease aircraft leased by that subsidiary for non-business or personal business purposes. Under the Time-Sharing Agreement, Mr. Miller pays the subsidiary, out of a prepayment fund established under the terms of the agreement, the aggregate incremental cost of each flight based on a list of expenses authorized by federal regulations. The subsidiary retains sole discretion to determine what flights Mr. Miller may schedule, and the Time-Sharing Agreement specifically provides that Lennar’s prior planned use of the aircraft takes precedence over Mr. Miller’s use. Mr. Miller paid our subsidiary $698,000 (calculated in accordance with Federal Aviation Administration regulations) for his personal use of the aircraft during fiscal 2023.
Mr. Beckwitt and Mr. Jaffe, our former Co-Chief Executive Officer and Co-President and our current Co-Chief Executive Officer and President, respectively, also entered into Time-Sharing Agreements with our subsidiary that have essentially the same terms as Mr. Miller’s agreement, including (for each executive) the establishment of a prepayment fund for the cost of each flight. Mr. Beckwitt paid our subsidiary $157,000 under his February 2015 agreement for his personal use of the aircraft during fiscal 2023 (prior to his retirement). Mr. Jaffe paid our subsidiary $507,000 under his October 2017 agreement for his personal use of the aircraft during fiscal 2023.
In December 2023, Mr. Miller and Mr. Jaffe each entered into additional Time-Sharing Agreements with our subsidiary relating to the use of an additional Company aircraft for non-business or personal business purposes that generally have the same terms as the February 2015 and October 2017 agreements, respectively, including (for each executive) the establishment of a prepayment fund for the cost of each flight. These Time-Sharing Agreements are in addition to the existing Time-Sharing Agreements that Mr. Miller and Mr. Jaffe entered into with our subsidiary in February 2015 and October 2017, respectively, which agreements continue in full force and effect.
In April 2019, Jeffrey Miller, Stuart Miller’s brother, entered into an agreement with one of our subsidiaries that provides that Jeffrey Miller can sub-lease an aircraft leased by that subsidiary for personal purposes. The arrangement helps to offset the cost of the aircraft when it is not being used by Lennar. Lennar retains sole discretion to determine what flights may be scheduled. Jeffrey Miller pays for use of the aircraft based on a fee structure similar to that used by third-party charter companies. Jeffrey Miller did not use the aircraft in fiscal 2023, and therefore did not make any payments for his use of the aircraft during fiscal 2023.
Jack Beckwitt, Mr. Beckwitt’s son, is employed by Lennar as a Senior Land Acquisition Manager. For fiscal 2023, Jack Beckwitt received a salary of $126,189, a cash bonus of $84,133, and other benefits totaling approximately $8,450 (including matching contributions to his 401(k) plan).
Brad Miller, Mr. Miller’s son, is employed by Lennar as a Director of Land Acquisitions. For fiscal 2023, Brad Miller received a salary of $172,800, a cash bonus of $140,000, a grant of restricted Class A common stock with a value of $60,463 and other benefits totaling approximately $16,950 (including matching contributions to his 401(k) plan and a car allowance).
Sustainability at Lennar
Building a Sustainable Lennar
At Lennar, sustainability is about configuring our business to remain financially strong, while employing new technologies to modernize our business practices, and adopting evermore social and environmental practices to fulfill the highest aspirations of our stakeholders. With a foundation of solid governance principles, including our continuing commitment to our core values of quality, value and integrity, we have created an environmentally conscious homebuilding strategy that focuses on inclusion and diversity, and engages and supports the communities where we do business.
LENNAR CORPORATION 2024 PROXY STATEMENT | 21
Compensation Discussion and Analysis 2020 Performance Shares – Results
Effect of retirement on equity awards
Our 2016 Equity Plan provides that when an officer or associate retires, all restrictions on all restricted stock granted to that individual will immediately lapse and the restricted stock will no longer be subject to forfeiture. For this purpose, “retirement” is defined as a termination of service (other than for cause) on or after the date the grantee attains age 65 or on or after the date the grantee attains age 60 with 15 consecutive years of service with Lennar (“retirement-eligible”). Of our NEOs, Messrs. Miller, Jaffe and Sustana, and Ms. Bessette are retirement-eligible. If any of them were to retire, his or her service-based restricted stock would immediately vest. In addition, when a retirement-eligible executive is granted shares of restricted stock that are subject to service-based vesting, these grants are taxable events subject to withholding. With respect to the 2021, 2022 and 2023 grants of performance-based awards, if a retirement-eligible executive were to retire, he or she would receive the shares of performance-based restricted stock that he or she would have earned if he or she had remained employed for the entire performance period. The actual payout of shares would not occur until after the end of the three-year performance period, at which time the Company’s performance during the performance period would be used to determine how many shares the grantee would receive.
Mr. Beckwitt was retirement-eligible when he retired from the Company during fiscal 2023, effective September 1, 2023. As a result, in accordance with the terms of the 2016 Equity Plan and his individual award agreement, all of his 94,804 outstanding unvested shares of service-based restricted stock fully vested as of September 1, 2023. Further, although the terms of the 2016 Equity Plan and his individual award agreement would have allowed Mr. Beckwitt to be eligible to vest in his performance-based restricted stock awards as though he had remained employed for the entire applicable three-year performance period (subject to certain terms and conditions), Mr. Beckwitt forfeited all of his 406,047 outstanding unvested shares of performance-based restricted stock awards for other good and valuable consideration. For more information on Mr. Beckwitt’s retirement, see “Compensation Discussion and Analysis—Executive Transitions—Departure of Rick Beckwitt” in this proxy statement.
None of our other NEOs has indicated any intention to retire.
2020 Performance Shares – Results
In 2020, Messrs. Miller, Jaffe, McCall, and Beckwitt and Ms. Bessette were granted target awards of 106,934, 83,214, 12,429, 94,795 and 14,501 shares, respectively, of performance-based restricted Class A common stock (“2020 Performance Shares”). The 2020 Performance Shares had a three-year performance period that ended on November 30, 2022. The number of 2020 Performance Shares that each grantee actually earned for the performance period was determined based on the level of achievement of the performance goals set forth in the table below.
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Payout |
|
Relative Gross Profit Percentage* |
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|
Relative Return on Tangible Capital* |
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Relative Total Shareholder Return* |
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Debt/EBITDA Multiple |
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0% |
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<25th Percentile |
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<25th Percentile |
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<25th Percentile |
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>4.20 |
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50% (threshold) |
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25th Percentile |
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25th Percentile |
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|
25th Percentile |
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4.20 |
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100% (target) |
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50th Percentile |
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50th Percentile |
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50th Percentile |
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2.60 |
|
200% (maximum) |
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75th Percentile |
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|
75th Percentile |
|
|
|
75th Percentile |
|
|
|
≤2.30 |
|
* |
Relative metrics are determined by reference to Lennar’s Peer Group. |
In February 2023, the Compensation Committee reviewed the achievement of the performance goals over the three-year performance period. The Company’s relative gross profit percentage, relative return on tangible capital, and relative total shareholder return over the applicable performance period, placed the Company’s final percentile rank achieved as compared to its peers at 86.5%, 68.4%, and 88.1%, respectively, which meant a final payout for each relative metric of 200.0%, 173.6% and 200.0%, respectively. Relative metrics are determined by reference to Lennar’s Peer Group: Beazer Homes USA, Inc., D.R. Horton, Inc., Hovnanian Enterprises, Inc., KB Home, M.D.C. Holdings, Inc., Meritage Homes Corporation, NVR, Inc., PulteGroup, Inc., Taylor Morrison, Toll Brothers, Inc. and TRI Pointe Homes. Hovnanian Enterprises, Inc.’s negative equity skewed the relative return on tangible capital component of the calculations, and the Compensation Committee determined to rank Hovnanian last in the calculation of relative return on tangible capital. The Company’s debt/EBITDA multiple was 1.096, which meant a 200.0% payout for that metric. The average weighting of the four performance metrics resulted in a 193.4% payout. As a result, the total number of shares that each of Messrs. Miller, Jaffe, McCall, and Beckwitt and Ms. Bessette were entitled to receive was 206,810, 160,935, 24,037, 183,333 and 28,044 shares, respectively, of Class A common stock. Since Messrs. Miller, Jaffe, McCall, and Beckwitt and Ms. Bessette had already been issued 106,934, 83,214, 12,429, 94,795, and 14,501 shares, respectively, at target, those shares vested, and Messrs. Miller, Jaffe, McCall, and Beckwitt and Ms. Bessette were issued an additional 99,876, 77,721, 11,608, 88,538, and 13,543 shares, respectively, of Class A common stock.
In addition, Messrs. Miller, Jaffe, McCall, and Beckwitt and Ms. Bessette received accrued dividends on the 206,810, 160,935, 24,037, 183,333, and 28,044 shares, respectively, of Class A common stock over the three-year performance period.
LENNAR CORPORATION 2024 PROXY STATEMENT | 45
Pay vs Performance Disclosure - USD ($)
|
12 Months Ended |
Nov. 30, 2023 |
Nov. 30, 2022 |
Nov. 30, 2021 |
Pay vs Performance Disclosure |
|
|
|
Pay vs Performance Disclosure, Table |
Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”), and the average compensation of our Non-PEO named executive officers (“Non-PEO NEOs”) and Company performance for the fiscal years listed b e low. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
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|
|
Year |
|
Summary Compensation Table Total for First |
|
|
Summary Compensation Table Total for Second PEO 1 |
|
|
Summary Compensation Table Total for Third PEO 1 |
|
|
Compensation Actually Paid to First PEO 1,2,3 |
|
|
Compensation Actually Paid to Second PEO 1,2,3 |
|
|
Compensation Actually Paid to Third PEO 1,2,3 |
|
|
Average Summary Compensation Table Total for Non-PEO NEOs 1 |
|
|
Average Compensation Actually Paid to Non-PEO NEOs 1,2,3 |
|
|
Value of Initial Fixed $100 Investment based on: 4 |
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|
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|
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|
|
|
|
|
|
|
|
(a) |
|
(b) |
|
|
(b) |
|
|
(b) |
|
|
(c) |
|
|
(c) |
|
|
(c) |
|
|
(d) |
|
|
(e) |
|
|
(f) |
|
|
(g) |
|
|
(h) |
|
|
(i) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,807,563 |
|
|
|
29,140,667 |
|
|
|
34,284,913 |
|
|
|
(714,918 |
) |
|
|
62,138,860 |
|
|
|
72,458,683 |
|
|
|
4,496,245 |
|
|
|
6,701,147 |
|
|
|
175.95 |
|
|
|
160.51 |
|
|
|
3,961 |
|
|
|
5,202 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,447,048 |
|
|
|
30,032,983 |
|
|
|
— |
|
|
|
33,989,081 |
|
|
|
34,618,820 |
|
|
|
— |
|
|
|
12,287,576 |
|
|
|
12,862,760 |
|
|
|
119.19 |
|
|
|
110.92 |
|
|
|
4,649 |
|
|
|
6,015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,045,217 |
|
|
|
34,045,217 |
|
|
|
— |
|
|
|
57,303,560 |
|
|
|
53,539,484 |
|
|
|
— |
|
|
|
13,029,166 |
|
|
|
21,327,286 |
|
|
|
139.95 |
|
|
|
136.32 |
|
|
|
4,457 |
|
|
|
5,819 |
|
1. |
Rick Beckwitt (“First PEO”) was our Co-PEO from November 2020 until his retirement in September 2023. For more information on his Retirement and Separation Agreement, see “Compensation Discussion and Analysis—Executive Transitions—Departure of Rick Beckwitt” in this proxy statement. Jonathan M. Jaffe (“Second PEO”) was our Co-PEO for each year presented. Stuart Miller (“Third PEO”) was our Co-PEO from September 2023 to present. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
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|
|
2021 |
|
2022 |
|
2023 |
Stuart Miller |
|
Stuart Miller |
|
Diane Bessette |
Diane Bessette |
|
Diane Bessette |
|
Jeff McCall |
Jeff McCall |
|
Jeff McCall |
|
Mark Sustana |
Mark Sustana |
|
Mark Sustana |
|
David Collins |
2. |
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
3. |
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards column set forth in the Summary Compensation Table. | First PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation
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|
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|
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|
|
|
|
|
|
|
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
|
|
|
|
Summary Compensation Table Total ( $ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
Exclusion of Stock Awards ($) |
|
|
|
($ |
22,999,640 |
) |
|
($ |
23,199,948 |
) |
|
($ |
16,607,806) |
|
|
|
|
|
|
Total Deductions from Summary Compensation Table ($) |
|
|
|
($ |
22,999,640 |
) |
|
($ |
23,199,948 |
) |
|
($ |
16,607,806) |
|
|
|
|
|
|
Increase for Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($) |
|
|
|
|
— |
|
|
$ |
27,274,472 |
|
|
$ |
17,788,082 |
|
|
|
|
|
|
Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($) |
|
|
|
|
— |
|
|
($ |
5,085,195 |
) |
|
$ |
17,089,269 |
|
|
|
|
|
|
Increase for Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($) |
|
|
|
$ |
8,036,968 |
|
|
$ |
8,539,790 |
|
|
$ |
2,220,371 |
|
|
|
|
|
|
Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($) |
|
|
|
$ |
4,297,825 |
|
|
($ |
3,987,086 |
) |
|
$ |
2,768,427 |
|
|
|
|
|
|
(Deduction) of Fair Value from Last Day of Prior Year of Equity Awards that Failed to Meet Applicable Vesting Conditions During Year ($) |
|
|
|
($ |
33,857,634 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Total Adjustments ($) |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
Compensation Actually Paid to ( $ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
| Second PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
|
|
|
|
Summary Compensation Table Total ( $ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
Exclusion of Stock Awards ($) |
|
|
|
($ |
22,999,640 |
) |
|
($ |
23,199,948 |
) |
|
($ |
16,607,806) |
|
|
|
|
|
|
Total Deductions from Summary Compensation Table ($) |
|
|
|
($ |
22,999,640 |
) |
|
($ |
23,199,948 |
) |
|
($ |
16,607,806) |
|
|
|
|
|
|
Increase for Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($) |
|
|
|
$ |
33,330,225 |
|
|
$ |
27,274,472 |
|
|
$ |
17,048,646 |
|
|
|
|
|
|
Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($) |
|
|
|
$ |
17,700,849 |
|
|
($ |
4,623,582 |
) |
|
$ |
14,731,964 |
|
|
|
|
|
|
Increase for Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($) |
|
|
|
$ |
2,739,000 |
|
|
$ |
8,539,790 |
|
|
$ |
2,810,194 |
|
|
|
|
|
|
Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($) |
|
|
|
$ |
2,227,759 |
|
|
($ |
3,404,895 |
) |
|
$ |
1,511,269 |
|
|
|
|
|
|
Total Adjustments ($) |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
Compensation Actually Paid to ( $ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
| Third PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
Summary Compensation Table Total ( $ |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exclusion of Stock Awards ($) |
|
|
|
|
|
($ |
26,270,845) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Deductions from Summary Compensation Table ($) |
|
|
|
|
|
($ |
26,270,845) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase for Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($) |
|
|
|
|
|
$ |
38,071,108 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($) |
|
|
|
|
|
$ |
20,349,810 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase for Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($) |
|
|
|
|
|
$ |
3,128,378 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($) |
|
|
|
|
|
$ |
2,895,319 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Adjustments ($) |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation Actually Paid to ( $ |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
| Non-PEO NEOs Average Summary Compensation Table Total to Average Compensation Actually Paid Reconciliation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
|
|
|
|
Summary Compensation Table Total ( $ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
Exclusion of Stock Awards ($) |
|
|
|
($ |
1,867,808 |
) |
|
($ |
7,962,975 |
) |
|
($ |
5,965,512) |
|
|
|
|
|
|
Total Deductions from Summary Compensation Table ($) |
|
|
|
($ |
1,867,808 |
) |
|
($ |
7,962,975 |
) |
|
($ |
5,965,512) |
|
|
|
|
|
|
Increase for Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($) |
|
|
|
$ |
2,317,489 |
|
|
$ |
9,117,093 |
|
|
$ |
6,895,238 |
|
|
|
|
|
|
Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($) |
|
|
|
$ |
1,108,081 |
|
|
($ |
1,886,338 |
) |
|
$ |
5,600,505 |
|
|
|
|
|
|
Increase for Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($) |
|
|
|
$ |
312,398 |
|
|
$ |
2,664,745 |
|
|
$ |
871,990 |
|
|
|
|
|
|
Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($) |
|
|
|
$ |
334,742 |
|
|
($ |
1,357,341 |
) |
|
$ |
895,899 |
|
|
|
|
|
|
Total Adjustments ($) |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
Compensation Actually Paid to ( $ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
| For the values of equity awards at fiscal year-end that are reflected in the Total Adjustments above in the footnote 3 tables, the valuations of certain performance stock unit awards which vest based on relative TSR and were granted prior to our 2023 fiscal year use a Monte Carlo simulation methodology which differs from the approach used to value the awards as of the grant date. A Monte Carlo simulation was used because it provides a better estimate of fair value compared to closing stock price, the methodology used for the grant date valuations.
4. |
The Peer Group TSR set forth in this table utilizes the Dow Jones U.S. Home Construction Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended November 30, 2023. The comparison assumes $100 was invested for the period starting November 30, 2020, through the end of the listed year in the Company and in the Dow Jones U.S. Home Construction Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |
5. |
We determined Pretax Income (as defined in “Compensation Discussion and Analysis—2023 Compensation Decisions—Annual Cash Incentive Compensation” of this proxy statement) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2023. This performance measure may not have been the most important financial performance measure for years 2022 and 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years. |
|
|
|
Company Selected Measure Name |
Pretax Income
|
|
|
Named Executive Officers, Footnote |
1. |
Rick Beckwitt (“First PEO”) was our Co-PEO from November 2020 until his retirement in September 2023. For more information on his Retirement and Separation Agreement, see “Compensation Discussion and Analysis—Executive Transitions—Departure of Rick Beckwitt” in this proxy statement. Jonathan M. Jaffe (“Second PEO”) was our Co-PEO for each year presented. Stuart Miller (“Third PEO”) was our Co-PEO from September 2023 to present. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
|
|
|
|
|
2021 |
|
2022 |
|
2023 |
Stuart Miller |
|
Stuart Miller |
|
Diane Bessette |
Diane Bessette |
|
Diane Bessette |
|
Jeff McCall |
Jeff McCall |
|
Jeff McCall |
|
Mark Sustana |
Mark Sustana |
|
Mark Sustana |
|
David Collins |
|
|
|
Peer Group Issuers, Footnote |
The Peer Group TSR set forth in this table utilizes the Dow Jones U.S. Home Construction Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended November 30, 2023. The comparison assumes $100 was invested for the period starting November 30, 2020, through the end of the listed year in the Company and in the Dow Jones U.S. Home Construction Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
|
|
|
Adjustment To PEO Compensation, Footnote |
3. |
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards column set forth in the Summary Compensation Table. | First PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
|
|
|
|
Summary Compensation Table Total ( $ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
Exclusion of Stock Awards ($) |
|
|
|
($ |
22,999,640 |
) |
|
($ |
23,199,948 |
) |
|
($ |
16,607,806) |
|
|
|
|
|
|
Total Deductions from Summary Compensation Table ($) |
|
|
|
($ |
22,999,640 |
) |
|
($ |
23,199,948 |
) |
|
($ |
16,607,806) |
|
|
|
|
|
|
Increase for Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($) |
|
|
|
|
— |
|
|
$ |
27,274,472 |
|
|
$ |
17,788,082 |
|
|
|
|
|
|
Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($) |
|
|
|
|
— |
|
|
($ |
5,085,195 |
) |
|
$ |
17,089,269 |
|
|
|
|
|
|
Increase for Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($) |
|
|
|
$ |
8,036,968 |
|
|
$ |
8,539,790 |
|
|
$ |
2,220,371 |
|
|
|
|
|
|
Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($) |
|
|
|
$ |
4,297,825 |
|
|
($ |
3,987,086 |
) |
|
$ |
2,768,427 |
|
|
|
|
|
|
(Deduction) of Fair Value from Last Day of Prior Year of Equity Awards that Failed to Meet Applicable Vesting Conditions During Year ($) |
|
|
|
($ |
33,857,634 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Total Adjustments ($) |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
Compensation Actually Paid to ( $ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
| Second PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
|
|
|
|
Summary Compensation Table Total ( $ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
Exclusion of Stock Awards ($) |
|
|
|
($ |
22,999,640 |
) |
|
($ |
23,199,948 |
) |
|
($ |
16,607,806) |
|
|
|
|
|
|
Total Deductions from Summary Compensation Table ($) |
|
|
|
($ |
22,999,640 |
) |
|
($ |
23,199,948 |
) |
|
($ |
16,607,806) |
|
|
|
|
|
|
Increase for Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($) |
|
|
|
$ |
33,330,225 |
|
|
$ |
27,274,472 |
|
|
$ |
17,048,646 |
|
|
|
|
|
|
Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($) |
|
|
|
$ |
17,700,849 |
|
|
($ |
4,623,582 |
) |
|
$ |
14,731,964 |
|
|
|
|
|
|
Increase for Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($) |
|
|
|
$ |
2,739,000 |
|
|
$ |
8,539,790 |
|
|
$ |
2,810,194 |
|
|
|
|
|
|
Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($) |
|
|
|
$ |
2,227,759 |
|
|
($ |
3,404,895 |
) |
|
$ |
1,511,269 |
|
|
|
|
|
|
Total Adjustments ($) |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
Compensation Actually Paid to ( $ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
| Third PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
Summary Compensation Table Total ( $ |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exclusion of Stock Awards ($) |
|
|
|
|
|
($ |
26,270,845) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Deductions from Summary Compensation Table ($) |
|
|
|
|
|
($ |
26,270,845) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase for Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($) |
|
|
|
|
|
$ |
38,071,108 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($) |
|
|
|
|
|
$ |
20,349,810 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase for Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($) |
|
|
|
|
|
$ |
3,128,378 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($) |
|
|
|
|
|
$ |
2,895,319 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Adjustments ($) |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation Actually Paid to ( $ |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-PEO NEO Average Total Compensation Amount |
$ 4,496,245
|
$ 12,287,576
|
$ 13,029,166
|
Non-PEO NEO Average Compensation Actually Paid Amount |
$ 6,701,147
|
12,862,760
|
21,327,286
|
Adjustment to Non-PEO NEO Compensation Footnote |
Non-PEO NEOs Average Summary Compensation Table Total to Average Compensation Actually Paid Reconciliation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
|
|
|
|
Summary Compensation Table Total ( $ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
Exclusion of Stock Awards ($) |
|
|
|
($ |
1,867,808 |
) |
|
($ |
7,962,975 |
) |
|
($ |
5,965,512) |
|
|
|
|
|
|
Total Deductions from Summary Compensation Table ($) |
|
|
|
($ |
1,867,808 |
) |
|
($ |
7,962,975 |
) |
|
($ |
5,965,512) |
|
|
|
|
|
|
Increase for Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($) |
|
|
|
$ |
2,317,489 |
|
|
$ |
9,117,093 |
|
|
$ |
6,895,238 |
|
|
|
|
|
|
Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($) |
|
|
|
$ |
1,108,081 |
|
|
($ |
1,886,338 |
) |
|
$ |
5,600,505 |
|
|
|
|
|
|
Increase for Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($) |
|
|
|
$ |
312,398 |
|
|
$ |
2,664,745 |
|
|
$ |
871,990 |
|
|
|
|
|
|
Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($) |
|
|
|
$ |
334,742 |
|
|
($ |
1,357,341 |
) |
|
$ |
895,899 |
|
|
|
|
|
|
Total Adjustments ($) |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
Compensation Actually Paid to ( $ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
| For the values of equity awards at fiscal year-end that are reflected in the Total Adjustments above in the footnote 3 tables, the valuations of certain performance stock unit awards which vest based on relative TSR and were granted prior to our 2023 fiscal year use a Monte Carlo simulation methodology which differs from the approach used to value the awards as of the grant date. A Monte Carlo simulation was used because it provides a better estimate of fair value compared to closing stock price, the methodology used for the grant date valuations.
|
|
|
Compensation Actually Paid vs. Total Shareholder Return |
Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.
|
|
|
Compensation Actually Paid vs. Net Income |
Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs , the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the three most recently completed fiscal years.
|
|
|
Compensation Actually Paid vs. Company Selected Measure |
Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Pretax Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Pretax Income during the three most recently completed fiscal years.
|
|
|
Total Shareholder Return Vs Peer Group |
Relationship Between Company TSR and Peer Group TSR The following chart compares our cumulative TSR over the three most recently completed fiscal years to that of the Dow Jones U.S. Home Construction Index over the same period.
|
|
|
Tabular List, Table |
Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEOs and other NEOs for 2023 to Company performance. The measures in this table are not ranked.
|
|
|
|
|
|
|
Pretax Income |
|
|
|
|
Relative Gross Profit Percentage |
|
|
|
|
Relative Return on Tangible Capital |
|
|
|
|
Relative Total Shareholder Return |
|
|
|
|
Debt to EBITDA Ratio |
|
|
|
|
|
Total Shareholder Return Amount |
$ 175.95
|
119.19
|
139.95
|
Peer Group Total Shareholder Return Amount |
160.51
|
110.92
|
136.32
|
Net Income (Loss) |
$ 3,961,000,000
|
$ 4,649,000,000
|
$ 4,457,000,000
|
Company Selected Measure Amount |
5,202,000,000
|
6,015,000,000
|
5,819,000,000
|
Measure:: 1 |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Name |
Pretax Income
|
|
|
Measure:: 2 |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Name |
Relative Gross Profit Percentage
|
|
|
Measure:: 3 |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Name |
Relative Return on Tangible Capital
|
|
|
Measure:: 4 |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Name |
Relative Total Shareholder Return
|
|
|
Measure:: 5 |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Name |
Debt to EBITDA Ratio
|
|
|
Rick Beckwitt [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
PEO Total Compensation Amount |
$ 43,807,563
|
$ 30,447,048
|
$ 34,045,217
|
PEO Actually Paid Compensation Amount |
$ (714,918)
|
33,989,081
|
57,303,560
|
PEO Name |
Rick Beckwitt
|
|
|
Jonathan M. Jaffe [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
PEO Total Compensation Amount |
$ 29,140,667
|
30,032,983
|
34,045,217
|
PEO Actually Paid Compensation Amount |
$ 62,138,860
|
34,618,820
|
53,539,484
|
PEO Name |
Jonathan M. Jaffe
|
|
|
Stuart Miller [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
PEO Total Compensation Amount |
$ 34,284,913
|
0
|
0
|
PEO Actually Paid Compensation Amount |
$ 72,458,683
|
0
|
0
|
PEO Name |
Stuart Miller
|
|
|
PEO | Rick Beckwitt [Member] | Exclusion of Stock Awards [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
$ (22,999,640)
|
(23,199,948)
|
(16,607,806)
|
PEO | Rick Beckwitt [Member] | Total Deductions from SCT [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
(22,999,640)
|
(23,199,948)
|
(16,607,806)
|
PEO | Rick Beckwitt [Member] | Increase for Year End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
0
|
27,274,472
|
17,788,082
|
PEO | Rick Beckwitt [Member] | Increase (Deduction) for Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
0
|
(5,085,195)
|
17,089,269
|
PEO | Rick Beckwitt [Member] | Increase for Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
8,036,968
|
8,539,790
|
2,220,371
|
PEO | Rick Beckwitt [Member] | Increase (Deduction) for Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
4,297,825
|
(3,987,086)
|
2,768,427
|
PEO | Rick Beckwitt [Member] | (Deduction) of Fair Value from Last Day of Prior Year of Equity Awards that Failed to Meet Applicable Vesting Conditions During Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
(33,857,634)
|
0
|
0
|
PEO | Rick Beckwitt [Member] | Total Adjustments [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
(21,522,841)
|
26,741,981
|
39,866,149
|
PEO | Jonathan M. Jaffe [Member] | Exclusion of Stock Awards [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
(22,999,640)
|
(23,199,948)
|
(16,607,806)
|
PEO | Jonathan M. Jaffe [Member] | Total Deductions from SCT [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
(22,999,640)
|
(23,199,948)
|
(16,607,806)
|
PEO | Jonathan M. Jaffe [Member] | Increase for Year End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
33,330,225
|
27,274,472
|
17,048,646
|
PEO | Jonathan M. Jaffe [Member] | Increase (Deduction) for Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
17,700,849
|
(4,623,582)
|
14,731,964
|
PEO | Jonathan M. Jaffe [Member] | Increase for Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
2,739,000
|
8,539,790
|
2,810,194
|
PEO | Jonathan M. Jaffe [Member] | Increase (Deduction) for Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
2,227,759
|
(3,404,895)
|
1,511,269
|
PEO | Jonathan M. Jaffe [Member] | Total Adjustments [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
55,997,833
|
27,785,785
|
36,102,073
|
PEO | Stuart Miller [Member] | Exclusion of Stock Awards [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
(26,270,845)
|
|
|
PEO | Stuart Miller [Member] | Total Deductions from SCT [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
(26,270,845)
|
|
|
PEO | Stuart Miller [Member] | Increase for Year End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
38,071,108
|
|
|
PEO | Stuart Miller [Member] | Increase (Deduction) for Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
20,349,810
|
|
|
PEO | Stuart Miller [Member] | Increase for Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
3,128,378
|
|
|
PEO | Stuart Miller [Member] | Increase (Deduction) for Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
2,895,319
|
|
|
PEO | Stuart Miller [Member] | Total Adjustments [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
64,444,615
|
|
|
Non-PEO NEO | Exclusion of Stock Awards [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
(1,867,808)
|
(7,962,975)
|
(5,965,512)
|
Non-PEO NEO | Total Deductions from SCT [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
(1,867,808)
|
(7,962,975)
|
(5,965,512)
|
Non-PEO NEO | Increase for Year End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
2,317,489
|
9,117,093
|
6,895,238
|
Non-PEO NEO | Increase (Deduction) for Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
1,108,081
|
(1,886,338)
|
5,600,505
|
Non-PEO NEO | Increase for Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
312,398
|
2,664,745
|
871,990
|
Non-PEO NEO | Increase (Deduction) for Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
334,742
|
(1,357,341)
|
895,899
|
Non-PEO NEO | Total Adjustments [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
$ 4,072,710
|
$ 8,538,159
|
$ 14,263,632
|