Lennar Corporation
700 Northwest 107th Avenue
Miami, Florida 33172
SCHEDULE 14A INFORMATION
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| Lennar Corporation 700 Northwest 107th Avenue Miami, Florida 33172 |
NOTICE OF 20142017 ANNUAL MEETING OF STOCKHOLDERS
February 27, 2014March 7, 2017
Dear Stockholder:
It is my pleasure to invite youYou are cordially invited to attend Lennar Corporation’s 20142017 Annual Meeting of Stockholders. The meeting will be held on Wednesday,Tuesday, April 9, 2014,18, 2017, at 11:00 a.m. local time at our corporate office, located at 700 Northwest 107th Avenue, Second Floor, Miami, Florida 33172. At the meeting, you will be asked to:
| Elect |
| Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending November 30, |
| Approve, on an advisory basis, the compensation of our named executive officers. |
| (5) | Vote on a stockholder proposal regarding our common stock voting structure. |
We will also transact such other business as may properly come before the Annual Meeting and any adjournment or postponement of the Annual Meeting.
Only stockholders of record as of the close of business on February 14, 201421, 2017 may vote at the Annual Meeting.
It is important that your shares be represented at the Annual Meeting, regardless of the number you may hold.Whether or not you plan to attend, please vote using the Internet, by telephone or by mail, in each case by following the instructions in our proxy statementstatement.. This will not prevent you from voting your shares in person if you are present.
I look forward to seeing you on April 9, 2014.18, 2017.
Sincerely,
Mark Sustana
Secretary and General Counsel
We mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report on or about February 27, 2014.March 7, 2017.
Lennar’s proxy statement and annual report are available online atwww.proxyvote.com.
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Code of Business Conduct and Ethics/Related Party Transaction Policy |
V. PROPOSAL 2 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS | ||||
VII. PROPOSAL 4 — ADVISORY VOTE ON FREQUENCY OF VOTE ON EXECUTIVE COMPENSATION | 45 | |||
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| Lennar Corporation 700 Northwest 107th Avenue Miami, Florida 33172 |
PROXY STATEMENT
Proxy Statement for Annual Meeting of Stockholders to be held on April 9, 201418, 2017
You are receiving this proxy statement because you own shares of our Class A common stock and/or Class B common stock that entitle you to vote at the 20142017 Annual Meeting of Stockholders. Our Board of Directors is soliciting proxies from stockholders who wish to vote at the meeting. By use of a proxy, you can vote even if you do not attend the meeting. This proxy statement describes the matters on which you are being asked to vote and provides information on those matters so that you can make an informed decision.
Date, Time and Place of the 20142017 Annual Meeting
We will hold the 20142017 Annual Meeting on Wednesday,Tuesday, April 9, 2014,18, 2017, at 11:00 a.m. local time at our corporate offices located at 700 Northwest 107th Avenue, Second Floor, Miami, Florida 33172.
Questions and Answers about Voting at the Annual Meeting and Related Matters
| Q: | How many votes may I cast at the Annual Meeting? |
| A: | You may vote all of the shares of our Class A common stock and Class B common stock that you owned at the close of business on February |
| Q: | What constitutes a quorum, and why is a quorum required? |
| A: | We are required to have a quorum of stockholders present to conduct business at the Annual Meeting. A majority in voting power, and not less thanone-third in number, of the shares of Class A common stock and Class B common stock entitled to vote, represented in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. Proxies received but marked as abstentions, if any, will be included in the calculation of the number of shares considered to be present at the meeting for quorum purposes. If we do not have a quorum, we will be forced to reconvene the Annual Meeting at a later date. |
| Q: | What is the difference between a stockholder of record and a beneficial owner? |
| A: | If your shares are registered directly in your name with Lennar’s transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares, the “stockholder of record.” |
If your shares are held by a brokerage firm, bank, trustee or other agent (“nominee”), you are considered the “beneficial owner” of thethese shares. If your shares are held by a nominee, the nominee. The Notice of Internet Availability of Proxy Materials (“Notice”Notice of Internet Availability”) has beenwas forwarded to you by your nominee who is considered, with respect to those shares, the stockholder of record.nominee. As the beneficial owner, you have the right to direct your nominee on how to vote your shares by following theiryour nominee’s instructions for voting by telephone or on the Internet or, if you specifically request a copy of the printed materials, you may use the voting instruction card included in such materials.the materials you receive.
| Q: | How do I vote? |
| A: | If you are a stockholder of record, you may vote: |
Detailed instructions for Internet and telephone voting are set forth on the Notice of Internet Availability, which also contains instructions on how to access our proxy statement and annual report online. You may also vote in person at the Annual Meeting.
If you are a beneficial stockholder,owner, you must follow the voting procedures of your nominee included with your proxy materials. If your shares are held by a nominee and you intend to vote at the meeting, please bring with you evidence of your beneficial ownership as of the record date (such as a letter from your nominee confirming your beneficial ownership or a bank or brokerage firm account statement).
If your shares are held in our 401(k) plan, your proxy will serve as a voting instruction for the trustee of our 401(k) plan, who will vote your shares as you instruct. To allow sufficient time for the trustee to vote, your voting instructions must be received by April 6, 2014.16, 2017. If the trustee does not receive your instructions by that date, the trustee will vote the shares you hold through our 401(k) plan in the same proportion as thoseit votes the shares in our 401(k) plan for which voting instructions are received.
| Q: | What am I voting on? |
| A: | At the Annual Meeting you will be asked to vote on the following |
Proposal | Board Recommendation | |
1. To elect | FOR all nominees | |
2. To ratify the appointment of Deloitte & Touche LLP (“D&T”) as our independent registered public accounting firm for our fiscal year ending November 30, | FOR | |
3. To approve, on an advisory basis, the compensation of our named executive officers, which we refer to as “Say on Pay.” | FOR | |
4. To approve, on an advisory basis, the frequency of the stockholder vote on the compensation of our named executive officers, which we refer to as “Say on Frequency.” | FOR | |
5. To vote on a stockholder proposal regarding our common stock voting structure (“Give Each Share an Equal Vote”). | AGAINST | |
We will also consider any other business that properly comesmay come before the meeting in accordance witha manner that is proper under Delaware law and ourBy-Laws.
| Q: | What happens if additional matters are presented at the Annual Meeting? |
| A: | Other than the items of business described in this proxy statement, we are not aware of any business to be presented for action at the Annual Meeting. If you grant a proxy, the persons named as proxy holders, Stuart Miller, Bruce Gross and Mark Sustana, or any of them, will |
| Q: | What is the |
| A: |
Proposal | Votes Required for Approval | |
1. Election of Directors | Plurality of the votes cast | |
2. Ratification of Auditors | Majority of votes cast | |
3. Say on Pay | Majority of votes cast | |
4. Say on Frequency | Majority of votes cast | |
5. Give Each Share an Equal Vote | Majority of votes cast | |
With regard to each proposal, holders of shares of our Class A common stock and Class B common stock vote together as a single class (but with different voting rights). A proposal has received a majority of the votes cast if the votes cast “FOR” the proposal exceed the votes cast “AGAINST” the proposal.
Proposals 3 and 4 are advisory votes, which means that while we ask stockholders to approve resolutions regarding the compensation of our named executive officers and the frequency of the vote regarding the compensation of our named executive officers, the results of those votes will not have a binding effect on us. Although the advisory votes arenon-binding, our Board and the Compensation Committee will review the results of the votes and take them into account in making future determinations concerning executive compensation and the frequency of the vote regarding executive compensation. Proposal 5 is a precatory proposal, which means that it is requesting our Board take steps to ensure that all of our company’s outstanding stock has one vote per share in each voting situation. An affirmative vote will not, by itself, result in the change that is requested.
| Q: | What if I sign and return my proxy without making any selections? |
| A: | If you sign and return your proxy without making any selections, your shares will be voted “FOR” all of the |
| Q: | What if I am a beneficial |
| A: | If you are a beneficial |
| considered to be present at the meeting for purposes of determining the presence of a quorum but are not counted as votes cast with respect to a matter on which the nominee has expressly not voted. |
The table below sets forth, for each proposal on the ballot, whether a broker can exercise discretion and vote your shares absent your instructions from the beneficial owner and, if not, the impact of such broker non-votenon-votes on the approval of the proposal.
Proposal | Can Brokers Vote Absent Instructions? | Impact of Broker Non-Vote | ||
1. Election of Directors | No | None | ||
2. Ratification of Auditors | Yes | Not Applicable | ||
3. Say on Pay | No | None | ||
4. Say on Frequency | No | None | ||
5. Give Each Share an Equal Vote | No | None | ||
| Q: | What if I abstain on a proposal? |
| A: | If you sign and return your proxy or voting instruction marked “abstain” |
| Q: | Can I change my vote after I have delivered my proxy? |
| A: | Yes. You may revoke your proxy at any time before |
| Q: | Who can attend the Annual Meeting? |
| A: | Only stockholders and our invited guests can attend the Annual Meeting. To gain admittance, you must bring a form of government issued personal identification to the meeting, where your name will be verified against our stockholder list. If a broker or other nominee holds your shares and you plan to attend the meeting, you should bring a recent brokerage statement showing your ownership of the shares as of the record date or a letter from the broker confirming |
| Q: | If I plan to attend the Annual Meeting, should I still vote by proxy? |
| A: | Yes. Casting your vote in advance does not affect your right to attend the Annual |
If you vote in advance and also attend the meeting, you do not need to vote again at the meeting unless you want to change your vote.vote with regard to a matter. Written ballots will be available at the meeting for stockholders of record.record and for beneficial owners who have proxies from their nominees.
Beneficial stockholders who wish to vote in person must request a legal proxy from the broker or other nominee and bring that legal proxy to the Annual Meeting.
| Q: | Where can I find the voting results of the Annual Meeting? |
| A: | We will announce the results for the proposals voted upon at the Annual Meeting and publish final detailed voting results in a Form8-K that we will file with the |
| Q: | Who should I call with |
| A: | If you have |
| I. | PROPOSAL 1 — ELECTION OF DIRECTORS |
Our Board of Directors is responsible for overseeing the management of our business. We keep directors informed of our business at meetings and through reports and analyses presented to the Board of Directors andor to committees of the Board. Regular communications between the directors and management also occur apart from meetings of the Board of Directors and committees of the Board. Specifically,Among other things, from time to time, the Board schedules calls with senior management to discuss the Company’s business strategies.
Under ourBy-Laws, directors are elected at each annual meeting of stockholders for aone-year term expiring at the next annual meeting of stockholders. Upon the recommendation of the Nominating and Corporate Governance Committee (the “NCG Committee”), our Board has nominated Mr. Irving Bolotin, Mr. Steven L. Gerard, Mr. Theron I. (“Tig”) Gilliam, Mr. Sherrill W. Hudson, Mr. R. Kirk Landon, Mr. Sidney Lapidus, Ms. Teri P. McClure, Mr. Stuart A. Miller, Mr. Armando Olivera, Dr. Donna Shalala and Mr. Jeffrey Sonnenfeld forre-election, each for aone-year term that will expire at the 20152018 annual meeting of stockholders, and each has consented to serve if elected.
Mr. Landon has informed us of his decision that 2014 will be the last year that he will stand for re-election to our Board of Directors and that he will not stand for re-election to our Board of Directors at the 2015 annual meeting of stockholders as he will be retiring as a Board member. Mr. Landon has been a valuable member of our Board of Directors since 1999, and we appreciate his dedicated service and thoughtful guidance.
We believe that each of our directors possesses the experience, skills and qualities to fully perform his or her duties as a director and contribute to our success. Our directors were nominated because each possesses the highest standards ofoutstanding personal integrity and interpersonal and communication skills, is highly accomplished in his or her field, has an understanding of the interests and issues that are important to our stockholders and is able to dedicate sufficient time to fulfilling his or her obligations as a director. Our directors as a group complement each other and each other’s respective experiences, skills and qualities.
Each director’s principal occupation and other pertinent information about particular experience, qualifications, attributes and skills that led the Board to conclude that such personeach nominee should serve as a director, appears on the following pages.
Irving Bolotin, 81,84, has served as a director of our Company since 1974. Mr. Bolotin is currently retired. From 1972 until his retirement in December 1998, Mr. Bolotin served as a Senior Vice President of our Company. Mr. Bolotin also serves onwith the Board of Directors of WPBT Channel 2.
Qualifications. The Board nominated Mr. Bolotin to serve as a director because of the extensive knowledge of homebuilding he obtained during the many years he was a member of our senior management.
Steven L. Gerard, 68,71, has served as a director of our Company since May 2000. Mr. Gerard currently serves ashas been the Chairman and Chief Executive Officer of CBIZ, Inc., a provider of professional business services to individuals and companies throughout the United States.States, since October 2002. Mr. Gerard previously served as a director andwas appointed Chief Executive Officer and Director of CBIZ, Inc. fromin October 2000, and served as its CEO until he was elected Chairman.his retirement in March 2016. From July 1997 to October 2000, Mr. Gerard served as Chairman and Chief Executive Officer of Great Point Capital, Inc., an operations and financial consulting firm. From September 1992 to July 1997, Mr. Gerard served as Chairman and Chief Executive Officer of Triangle Wire & Cable, Inc., and its successor, Ocean View Capital, Inc., a manufacturer of residential, commercial and industrial wire and cable products. Prior to that, Mr. Gerard spent sixteen years in various corporate finance and banking positions at Citibank, N.A. and spent seven years at the American Stock Exchange, last serving as Vice President of its Securities Division. Mr. Gerard also serves on the Board of Directors of Joy Global, Inc. and Las Vegas Sands Corp.
Qualifications. The Board nominated Mr. Gerard to serve as a director because of his experience as the chief executive officerChief Executive Officer and in other senior management positions of significant companies for many years.
Tig Gilliam, 49,52, has served as a director of our Company since June 2010. Mr. Gilliam has served as Chief Executive Officer of NES Global Talent, a global talent solutions company, since November 2014. Mr. Gilliam was previously a Managing Director and Operating Partner of AEA Investors LP, a private equity firm, since from
November 2013. Mr. Gilliam was previously2013 to November 2014 and the Regional Head of North America and former member of the Executive Committee at Addeco Group SA, a human resources, temporary staffing and recruiting firm, from March 2007 until July 2012. From 2002 until he joined Addeco, Mr. Gilliam was with International Business Machines (“IBM”), serving, among other things, as the Global Supply Chain Management Leader for IBM Global Business Services. Mr. Gilliam was a partner with PricewaterhouseCoopers Consulting until it was acquired by IBM in October 2002. Mr. Gilliam also serves on the Board of Directors of GMS, Inc.
Qualifications. The Board nominated Mr. Gilliam to serve as a director because of his expertise in matters related to supply chain management and human resources.
Sherrill W. Hudson, 71,74, has served as a director of our Company since January 2008. Mr. Hudson has served as the Chairman of TECO Energy, Inc., an energy-related holding company, since January 2013. Previously, Mr. Hudson was Executive Chairman of TECO Energy from August 2010 to December 2012, and Chairman and Chief Executive Officer of TECO Energy from 2004 until August 2010. Prior to joining TECO Energy in July 2004, Mr. Hudson spent 37 years with Deloitte & Touche LLP until he retired in 2002. Mr. Hudson is a member of the Florida Institute of Certified Public Accountants. Mr. Hudson also serves on the Boards of Directors of Publix Supermarkets,CBIZ, Inc. and United Insurance Holdings Corp.Corp, and, from 2003 until April 2015, served on the Board of Directors of Publix Supermarkets, Inc. He is also Chairman of the Florida Chapter of the National Association of Corporate Directors.
Qualifications. The Board nominated Mr. Hudson to serve as a director because of his extensive knowledge of accounting and his management experience.
R. Kirk Landon, 84, has served as a director of our Company since January 1999. Since 1996, Mr. Landon has served as the President of The Kirk Foundation and President of The Kirk A. and Dorothy P. Landon Foundation. From 2001 to 2007, Mr. Landon served as Chairman of Orange Clothing Company, a clothing manufacturing company. From 1993 until 2006, Mr. Landon served as Chairman of Innovative Surveillance Technology, a provider of surveillance equipment. From 1977 to 1995 he served as president, and then chief executive officer, of American Bankers Insurance Company of Florida and American Bankers Life Assurance Company of Florida. From 1991 to 1998, he served as Chairman and a Director of the Federal Reserve Bank of Atlanta (Miami branch). From 1983 until 2004, Mr. Landon served on the Board of Trustees of Barry University and, from 2005 to 2010, he served on the Board of Trustees of Florida International University.
Qualifications. The Board nominated Mr. Landon to serve as a director because of his background in insurance and bank regulatory matters.
Sidney Lapidus, 76,79, has served as a director of our Company since April 1997.1997, and has served as our Lead Director since 2005. Mr. Lapidus is a retired partner of Warburg Pincus LLC, a private equity investment firm, where he was employed from 1967 until his retirement in 2007. Mr. Lapidus also serves on the Board of Directors of Knoll, Inc., as well as a number ofnon-profit organizations.
Qualifications. The Board nominated Mr. Lapidus to serve as a director because of the extensive knowledge of business enterprises (including homebuilding companies) and corporate governance he gained as a partner in a private equity investment firm and as a director of a number of publicly and privately owned companies.
Teri P. McClure, 50,53, has served as a director of our Company since June 2013. Ms. McClure is currently Chief Legal, CommunicationsHuman Resources Officer and Compliance Officer of UPS. She has served as Senior Vice President General CounselLabor and Corporate SecretaryCommunications of UPS since 2006.UPS. She also serves as a member of the 9nine member Management Committee which is responsible for setting strategy, operating and profit plans for UPS. Ms. McClure joined UPS in 1995 and has served in various positions at the company including Chief Legal Officer, Senior Vice President of theCompliance and Public Affairs, General Counsel and Corporate Legal Department whereSecretary from 2006 to December 2015, when she was responsible for labor and employment matters as well as legal
department technology and administration.assumed her current position. Prior to joining UPS, Ms. McClure practiced with the Troutman Sanders law firm in Atlanta.
Qualifications. The Board nominated Ms. McClure to serve as a director because of her experience as a senior executive of a Fortune 500 company, her operational capabilities and her business experience.
Stuart A. Miller, 56,59, has served as a director of our Company since April 1990 and has served as our Chief Executive Officer since April 1997. Mr. Miller also served as President of our Company from April 1997 to April 2011. From 1997 until 2005, Mr. Miller served as the Chairman of the Board of LNR Property Corporation, a company that invests in commercial real estate and real estate-related securities, which was a wholly-owned subsidiary of ours until it was spun-off in October 1997.In addition, Mr. Miller serves on the Board of TrusteesDirectors of the University of Miami.Five Point Holdings, LLC.
Qualifications. The Board nominated Mr. Miller to serve as a director because he is our Chief Executive Officer and has extensive knowledge of our Company, its operations and its strategic plans.
Armando Olivera, 67, has served as a director of our Company since January 2015. Mr. Olivera was President of Florida Power & Light Company (FPL), a subsidiary of NextEra Energy, Inc. and one of the largest investor-owned
electric utilities in the United States, from June 2003, and Chief Executive Officer from July 2008, until his retirement in May 2012. Mr. Olivera joined FPL in 1972. Prior to his 2003 appointment as President, Mr. Olivera served in a variety of management positions with the company, including Vice President of Construction Services, System Operations and Distribution and Senior Vice President of System Operations. Mr. Olivera also serves on the Board of Directors of Consolidated Edison, Inc. and Fluor Corporation, and previously served on the Board of Directors of AGL Resources, Inc., Florida Power & Light Company and Nicor Inc.
Qualifications. The Board nominated Mr. Olivera to serve as a director because of his experience and understanding of operations and finance as well as his strong business leadership skills.
Donna Shalala, 76, has served as a director of our company since January 2017, and previously served as a director of our company from 2001 to 2012. Since June 2001, Dr. Shalala has served as Trustee Professor of Political Science at the University of Miami, and since 2015, Dr. Shalala has served as President of the Clinton Foundation. Dr. Shalala served as President of the University of Miami from 2001 to 2015. From 1993 to 2001, Dr. Shalala served as the United States Secretary of Health and Human Services. Dr. Shalala served as Chancellor and Professor of Political Science at the University of Wisconsin — Madison from 1987 to 1993 and as President and Professor of Political Science at Hunter College from 1980 to 1987. From 1977 to 1980, Dr. Shalala served as Assistant Secretary for Policy Development and Research of the Department of Housing and Urban Development. Dr. Shalala also serves on the Board of Directors of MEDNAX, Inc.
Qualifications. The Board nominated Dr. Shalala to serve as a director because of her experience as President of a successful university, her experience as the former Secretary of the United States Department of Health and Human Services and her leadership skills.
Jeffrey Sonnenfeld, 59,62, has served as a director of our Company since September 2005. Mr. Sonnenfeld has served as the Senior Associate Dean for Executive Programs and the Lester CrownProfessor-in-the-Practice of Management forat the Yale School of Management since 2001. In 1989, Mr. Sonnenfeld founded the Chief Executive Leadership Institute of Yale University, and he has served as its President since that time. During the past five years, Mr. Sonnenfeld served on the Boards of Directors of Gevity HR, Inc. and TheStreet.com.
Qualifications. The Board nominated Mr. Sonnenfeld to serve as a director because of his business acumen and experience, as well as his exceptional work in the areas of corporate governance and leadership development as President of the Chief Executive Leadership Institute of Yale University.
Recommendation of the Board of Directors
The Board of Directors recommends a vote “FOR” all the director nominees.
| II. | CORPORATE GOVERNANCE |
Our Board of Directors normally meets quarterly, but holds additional meetings as required. Under our Corporate Governance Guidelines, each director is required to attend substantially all meetings of the Board. During fiscal 2013,2016, the Board of Directors met 6six times. EachDuring that year, each director attended at least 75% of (1) the total number of meetings of the Board of Directors held while that director was serving on our Board, and (2) the total number of meetings of each committee of the Board on which the director was serving. It is our policy to encourage directors and nominees for directorelection as directors to attend the annual meeting of stockholders. All members of our Board attended Lennar’s 2013who were serving at the time of the 2016 annual meeting of Stockholders.stockholders attended the meeting.
Each year, the Board undertakes a review of director independence, which includes a review of each director’s responses to questionnaires asking about any relationships with us. In January 2014,2017, our Board of Directors undertook its review of director independence. Based on this review, our Board of Directors has determined that each of Mr. Bolotin, Mr. Gerard, Mr. Gilliam, Mr. Hudson, Mr. Landon, Mr. Lapidus, Ms. McClure, Mr. Olivera and Mr. Sonnenfeld is “independent” under the NYSE corporate governance listing standards and the Director Qualification Standards set forth in our Corporate Governance Guidelines, which are consistent with the NYSE standards. After considering any relevant transactions or relationships between each director, or any of his or her family members, and the Company, our senior management or our independent registered public accounting firm, the Board of Directors has affirmatively determined that none of the independent directors has a material relationship with us (either directly, or as a partner, significant stockholder, officer or affiliate of an organization that has a material relationship with us), other than as a member of our Board of Directors. In determining whether Mr. Gilliam is independent, the Board viewed Mr. Gilliam’s position as a director of a company that supplies wallboard to Lennar as not impairing his independence. The Board also considered that NES Global Talent, where Mr. Gilliam is Chief Executive Officer, and Generation Brands, from which Lennar purchases lighting products, are both subsidiaries of AEA Investors LP, but did not view these relationships as impairing Mr. Gilliam’s independence.
Mr. Lapidus serves as our Lead Director. In this capacity, Mr. Lapidus presides over Board meetings and presides at all meetings of our independent directors. In connection with our regularly scheduled Board meetings, our independent directors regularly meet in executive sessions that exclude ournon-independent director and management. Mr. Lapidus presides over these executive sessions.
We have a Lead Director who presides over Board meetings and presides at all meetings of our independent directors. Our Board believes that arrangement works well for us because all but onetwo of our directors (our Chief Executive Officer)Officer and Dr. Shalala, for whom independence as a director has not been determined yet) are independent, and our Lead Director can cause the independent directors to meet at any time. Therefore, the Lead Director can at any time bring to the attention of a majority of the directors any matters he thinks should be addressed by the Board and the independent directors can, if they wish, cause the entire Board to meet in order to address matters. In addition, the Lead Director does not have any functions that might impair, or appear to impair, his independence.Board.
The Lead Director’s duties, which are listed in ourBy-Laws, include:
The Board has fivefour standing Committees: the Audit Committee, the Compensation Committee, the NCG Committee, the Independent Directors Committee and the Executive Committee. A summary of the current composition of each Committee and its responsibilities is set forth below.
Name | Audit | Compensation | Nominating and Corporate Governance | Executive | ||||||
Irving Bolotin | Member | — | Member | — | ||||||
Steven L. Gerard | Member | Chair | — | — | ||||||
Tig Gilliam | Member | Member | Member | — | ||||||
Sherrill | Chair | Member | — | |||||||
| — | |||||||||
Sidney Lapidus(1) | — | — | — | Member | ||||||
Teri P. McClure | — | Member | Member | — | ||||||
Stuart Miller | — | — | — | Member | ||||||
Armando Olivera | Member | — | — | — | ||||||
| — | — | — | — | ||||||
Jeffrey Sonnenfeld | — | — | Chair | — |
| (1) | Lead Director of the |
Copies of the Committee charters of each of the Audit Committee, the Compensation Committee and the NCG Committee setting forth the responsibilities of the Committees can be found under the Investor Relations-Corporate Governance section of our website at www.lennar.com, and such information isthose charters are also available in print to any stockholder who requests itthem through our Investor Relations department. We periodically review and revise the Committee charters. The Board most recently adopted a revised Audit Committee Charter Compensation Committee Charter and NCG Committee Charter on June 25, 2013.23, 2015 and a revised Compensation Committee Charter on October 31, 2014.
Audit Committee
Number of Meetings in fiscal 2013: 92016: 11
Responsibilities. The Audit Committee is responsible for selecting our independent auditors and overseeing the engagement of our independent auditors;pre-approving all audit andnon-audit services provided to us by our independent auditors; reviewing our internal control environment, systems and performance; and overseeing the integrity of our financial statements, and our compliance with legal and regulatory requirements. The Audit Committee also discusses and reviews our policies with respect to risk assessment and risk management, including guidelines and policies governing our risk assessment and risk management processes. The Audit Committee Chairman reports on Audit Committee actions and recommendations at Board of Directors meetings.
Independence and Financial Expertise. The Board of Directors has determined that each member of the Audit Committee meets the independence requirements under the NYSE’s corporate governance listing standards and the enhanced independence standards for audit committee members required by the SEC, and each member is financially literate, knowledgeable and qualified to review financial statements. In addition, the Board of Directors has determined that each of Mr. Gerard, Mr. Gilliam and Mr. Hudson meets the requirements of an audit committee financial expert under SEC rules.
Compensation Committee
Number of Meetings in fiscal 2013: 52016: 4
Responsibilities. The Compensation Committee is responsible for (i) designing and implementing our executive compensation philosophy, policies and plans, (ii) establishing salaries, targets and performance goals for annual incentive awards, terms of equity awards and other forms of compensation for our Chief Executive
Officer (“CEO”), each of our senior executives and our directors and (iii) administering our equity programs, including awards under our 2007 Equity Incentive Plan, as amended (the “2007 Equity Plan”), and 2016 Equity Incentive Plan (the “2016 Equity Plan”). The 2016 Equity Plan replaced our prior equity plan, the 2007 Equity Plan, in fiscal 2016.The Compensation Committee also reviews the results of the annual advisory stockholder vote on executive compensation and considers whether to recommend adjustments to the Company’s executive compensation policies and plans as a result of such votes. In addition, the Compensation Committee establishes performance goals and certifies that the performance goals have been attained for purposes of Section 162(m) of the Internal Revenue Code, as amended. The Compensation Committee Chairman reports on Compensation Committee actions and recommendations at Board of DirectorDirectors’ meetings.
Independence. The Board of Directors has determined that each member of the Compensation Committee meets the independence requirements under the NYSE’s corporate governance listing standards, is an “outside director” pursuant to the criteria established by the Internal Revenue Service and meets the independence standards for Compensation Committee members established by the SEC.
Role of Compensation Consultants and Advisors. The Compensation Committee has the authority, pursuant to its charter, to engage the services of outside legal or other experts and advisors as it deems necessary and appropriate to assist the Compensation Committee in fulfilling its duties and responsibilities. In some previous years, theThe Compensation Committee has previously engaged, and may in the future engage, F.W. Cook & Co., Inc. (“FW Cook”), an independent management compensation consulting firm. However,During fiscal 2016, the Compensation Committee did not engageengaged F.W. Cook to perform a review of the services of outside experts during fiscal 2013. FW Cook has not performed any services for us other than their services to the Compensation Committee. Although the Compensation Committee did not retain FW Cook during fiscal 2013, theCompany’snon-employee director compensation program. The Compensation Committee considered the work previously performed by FW Cook and determined that no conflicts of interest were raised and that FW Cook was independent from management.
Role of Management and Delegation of Authority. As more fully discussed under “Compensation Discussion and Analysis — Management’sCompensation Setting Process — Role in the Compensation-Setting Process,of Management,” our CEO and our President provide the Compensation Committee with (1) evaluations of each named executive officer, including themselves, (2) recommendations regarding base salary levels for the upcoming year for each named executive officer, other than themselves, (3) an evaluation of the extent to which each named executive officer met his annual incentive plan target, and (4) recommendations regarding the aggregate totalvalue of the long-term incentive valuecompensation that each named executive officer should receive. Our CEO and our President typically attend all regularly-scheduled Compensation Committee meetings to assist the Compensation Committee in its discussion and analysis of the various agenda items, and are generally excused from the meetings as appropriate, including for discussions regarding their own compensation.
Under the 2007 Equity Plan and the 2016 Equity Plan, the Compensation Committee has the authority to delegate all or a part of its duties with respect to awards under that Planeach plan to management (excluding awards intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code, awards made to individuals covered by Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and awards issued to any person delegated authority by the Compensation Committee). Under both the Lennar Corporation 2012 Incentive Compensation Plan and the Lennar Corporation 2016 Incentive Compensation Plan, the Compensation Committee has the authority to delegate all or a part of its duties with respect to bonuses under the plan to management (excluding bonuses intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code).
Nominating and Corporate Governance Committee
Number of Meetings in fiscal 2013: 52016: 4
Responsibilities. The NCG Committee is responsible for (i) soliciting, considering, recommending and nominating candidates to serve on the Board under criteria adopted by it from time to time; (ii) advising the Board with respect to Board composition and the Committees;Committee composition; (iii) reviewing and recommending changes to our Corporate Governance Guidelines; (iv) overseeing periodic evaluations of the Board and the Committees; and (v) reviewing and reporting to the Board on a periodic basis with regard to matters of corporate governance. The NCG Committee Chairman reports on NCG Committee actions and recommendations at Board of Director meetings.
Independence. The Board of Directors has determined that each member of the NCG Committee meets the independence requirements under the NYSE’s corporate governance listing standards.
Consideration of Director Nominees. The NCG Committee considers possible candidates for nominees fornomination as directors from many sources, includingsuggested by management and stockholders.by stockholders and others, if there were any. The NCG Committee evaluateswould evaluate the suitability of any potential candidates nominatedrecommended by stockholders in the same manner as other candidates recommended to the NCG Committee. The NCG Committee and the Board of Directors have determined that a director should have the following characteristics, as set forth in our Corporate Governance Guidelines:
While our NCG Committee believes diversity as to race, gender and ethnicity is beneficial to the Board of Directors, and takes that into account in considering potential Board members, the NCG Committee does not have a formal policy regarding Board diversity.
The NCG Committee will consider candidates recommended by stockholders. If a stockholder wishes to recommend a potential nominee for director, the stockholder should mailsubmit a recommendation in writing containing the information set forth below to the Company containingNCG Committee at the following information:address set forth on page 50 under “Communication with Lennar’s Board of Directors”:
In making its determination whether to recommend that the Board of Directors nominate a candidate who has been recommended by a stockholder, the NCG Committee will consider, among other things, the appropriateness of adding another director to the Board and the candidate’s background and qualifications. The NCG Committee may conduct an independent investigation of the background and qualifications of a candidate recommended by a stockholder, and may request an interview with the candidate. The NCG Committee will not determine whether to recommend that the Board nominate a candidate until the NCG Committee completes what it believes to be a reasonable investigation, even if that causes its recommendation to be delayed until after it is too late for the candidate to be nominated for election at a particular meeting of stockholders. When the NCG Committee determines not to recommend that the Board nominate a candidate recommended by a
stockholder, or the Board determines to nominate or not to nominate a candidate recommended by a stockholder, the NCG Committee will notify the recommending stockholder and the candidate of the determination. A stockholder who wishes to recommend a director candidate for consideration by the NCG Committee should submit such recommendation in writing to the NCG Committee at the address set forth on page 47 under “Communication with Lennar’s Board of Directors.”
Independent Directors Committee
Our By-Laws provide that all Directors who are independent directors will meet from time to time, and in any event at least once each fiscal year, to consider at their meetings, and make recommendations to the Board of Directors or committees of the Board regarding, anything directly or indirectly related to the Corporation or its subsidiaries. Our independent Directors regularly meet in executive sessions that exclude our non-independent Director and management. Each independent director on the Board is also a member of our Independent Directors Committee. Pursuant to the charter of the Independent Directors Committee, the committee meets upon request by the Board to review or investigate matters referred or delegated to it by the Board and, to the extent appropriate, make recommendations to the Board with respect to those matters. Mr. Lapidus, our Lead Director, serves as Chairperson of the Independent Directors Committee. The Independent Directors Committee met once during fiscal 2013.
Executive Committee
Pursuant to ourBy-Laws, our Board of Directors has established an Executive Committee which has the authority to act on behalf of the Board of Directors, except as that power is limited by the corporate laws of the State of Delaware, where our companyCompany is incorporated, and or as our Board of Directors has otherwise provided. The Executive Committee took action by unanimous written consent 4 timestwice during fiscal 2013.2016.
Corporate Governance Guidelines
Our Corporate Governance Guidelines describe our corporate governance practices and policies and provide a framework for our Board governance. The topics addressed in our Corporate Governance Guidelines include director qualifications, director responsibilities, management succession, director compensation and the annual performance evaluation of the Board. Our Corporate Governance Guidelines are available to view at our website, www.lennar.com, under the Investor Relations-Corporate Governance section.
Compensation Committee Interlocks andand Insider Participation
DuringNone of the members who served on the Compensation Committee during the fiscal year ended November 30, 2013, Messrs. Gerard, Gilliam, Hudson and Landon and Ms. McClure served as members of the Compensation Committee, and none of these directors2016, was, during 2013,or ever had been, an officer or employee of Lennar, or was formerly an officer of Lennar. There were no transactions during the 20132016 fiscal year between us and any of the directors who served as members of the Compensation Committee for any part of the 20132016 fiscal year that would require disclosure by Lennar under the SEC’s rules requiring disclosure of certain relationships and related-party transactions.
Code of Business Conduct and Ethics/Related Party Transaction Policy
Our Board of Directors has adopted a Code of Business Conduct and Ethics applicable to all our directors, officers and employees. Its purpose is to promote our commitment to high standards for ethical business practices. The Code provides that it is our policy that our business be conducted with the highest level of integrity. OurIt states that our reputation for integrity is one of our most valuable assets, and each director, officer and employee is expected to contribute to the care and preservation of that asset. Our Code addresses a number of issues, including conflicts of interest, corporate opportunities, fair dealing, confidential information and insider trading and tipping.trading.
Pursuant to our Audit Committee Charter, all related person transactions as defined by SEC rules must be approved by our Audit Committee. Current SEC rules define transactions with related persons to includerequire disclosure of any transaction, arrangement or
relationship (i) in which (i) Lennar or its subsidiary is a participant, (ii) in which the amount involved exceeds $120,000, and (iii) in which 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 persons has or will have a direct or indirect material interest. All directors must recuse themselves from any discussion or decision affecting their personal, business or professional interests. All related person transactions will be disclosed in our applicable SEC filings as required under SEC rules.
Certain Relationships and Related Transactions
SinceExcept as described below, since December 1, 2012,2015, we have not had any relationships or transactions with any of our executive officers, directors, beneficial owners of more than 5% of our Class A common stock or Class B common stock or any immediate family member of such persons that wereare required to be reporteddescribed pursuant to Item 404(a) of SEC RegulationS-K.
In August 2005,February 2015, Stuart Miller, our Chief Executive Officer,CEO, entered into a Time-Sharing Agreement with one of our subsidiaries, which replaced a prior agreement and provides that Mr. Miller cansub-lease an aircraft leased by that subsidiary fornon-business or personal business purposes. Under that Agreement, Mr. Miller pays the subsidiary, out of a prepayment fund established in connection withunder 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 may be scheduled by Mr. Miller, and under the Agreement the Company’s prior planned use of the aircraft takes precedence over Mr. Miller’snon-business or personal business use. Mr. Miller paid our subsidiary $317,000$357,000 under the agreement for his use of the aircraft during fiscal 20132016 (the cost reimbursed by Mr. Miller was calculated in accordance with Federal Aviation Administration regulations). In addition to reimbursing the Company for his personal use of the aircraft, in December 2008, Mr. Miller entered into an Amended and Restated Aircraft Dry Lease Agreement with us and one of our subsidiaries that, under Federal Aviation Administration rules, permits Mr. Miller, at his option, to pay on behalf of the Company the full cost of all use and ownership of the aircraft, including business use. Federal Aviation Administration rules did not permit Mr. Miller to reimburse the Company for business use of the aircraft under his 2005 Aircraft Time-Sharing Agreement. Our independent directors approved the Amended and Restated Agreement. There were no reimbursements in fiscal 2013.
In January 2011,February 2015, Rick Beckwitt, our President, entered into a Time-Sharing Agreement with one of our subsidiaries, which replaced a prior agreement and provides that Mr. Beckwitt cansub-lease a second aircraft leased by that subsidiary fornon-business or personal business purposes. The terms of that Time-Sharing Agreement are essentially the same as those in the Time-Sharing Agreement between the subsidiary and Mr. Miller.Miller, including the establishment of a prepayment fund for the cost of each flight. Mr. Beckwitt paid our subsidiary $40,000$72,000 under the agreement for his use of the aircraft during fiscal 2013.2016.
Occasionally, a spouse or other guest may accompany Mr. Miller or Mr. Beckwitt when they are using corporate aircraft for business travel. As there is no incremental cost to Lennar for the spouse or other guest accompanying the executive on a flight, no amount has been included in the Summary Compensation Table with respect to that usage. Because there are special tax rules regarding personal use of business aircraft, Mr. Miller or Mr. Beckwitt may be treated as receiving taxable income when a spouse or guest accompanies one of them on a business trip.
We lease charter aircraft from time to time for business-related travel for Jonathan M. Jaffe, our Chief Operating Officer (“COO”). We also permit leased aircraft to be available for personal use by Mr. Jaffe, for which he pays the Company, out of a prepayment fund established in connection with the arrangement, an amount equal to twice the cost of fuel for each flight. In fiscal 2016, Mr. Jaffe paid the Company $177,000 for his personal use of charter aircraft.
In June 2015, Jeffrey Miller, Stuart Miller’s brother, entered into an agreement with one of our subsidiaries which provides that Jeffrey Miller cansub-lease an aircraft leased by that subsidiary for personal purposes. The Company retains sole discretion to determine what flights may be scheduled, and the Company’s prior planned use of the aircraft takes precedence over Jeffrey Miller’s use. Jeffrey Miller pays for use of the aircraft based on a fee structure similar to that used by third party charter companies. Jeffrey Miller paid our subsidiary $298,000 under the agreement for his use of the aircraft during fiscal 2016. The arrangement helps to offset the cost of the aircraft when it is not being used by the Company.
Board Role in Management of Risk
Our Board is actively involved in the oversight and management of risks that could affect Lennar. Management, in consultation with the Board, identifies areas of risk that particularly affect us and assigns senior members of our management to report to the Board on each of those areas of risk on a rotating basis at the regularly scheduled quarterly Board meetings. The areas of risk reported to the Board change from time to time based on business conditions, advice of outside advisors, and review of risks identified by our competitors in their public filings. Currently, the risk areas reported on to our Board on a regular basis relate to joint ventures, housing inventory and land supply, construction costs, and homebuilding overhead, multifamily, construction quality and warranty, financial services, associate retention and human resources, legal, natural disasters and information technology, including cybersecurity, taxation, Rialtostrategic investments, Rialto’s business, our multifamily business and Rialto operating and reporting.our solar business.
Our Board of Directors also asks for and receives reports on other risks that affect the Company after review of business presentations made during regular Board reviews. In addition, one of the responsibilities of theour Audit Committee of our Board is to discuss and review policies with respect to risk assessment and risk management, including guidelines and policies governing our risk assessment and risk management processes.
Compensation Related Risks
In early 2014,2017, as part of our risk management process, we conducted a comprehensive review and evaluation of our compensation programs and policies. The assessment covered each material component of executive andnon-executive employee compensation. In evaluating our compensation components, we took into considerationidentified the following risk-limiting characteristics:
General.The Board maintains a compensation program for thenon-employee directors of the Board. For 2013 and 2014,During fiscal 2016, the Board, with the assistance of FW Cook, performed a review of the Company’snon-employee director compensation program. Based on the review, it was determined that the Company’s total compensation per director is positioned between the 25th percentile and the median, while the Company
is above the 75th percentile in size relative to peer companies. The Board reviewed data compiled by FW Cook from “large companies” (revenues between $2.5 billion and $10 billion) as well as the top 200 largest companies in the S&P 500. As a result, effective April 13, 2016, thenon-employee director compensation program was revised to increase the annual director’s fee from $90,000 to $130,000. In addition, based on the broader market move away from granting stock options in favor of full-value shares, the program was revised to eliminate the annual grant of options to purchase 2,500 shares of our Class A common stock. Below is compriseda full description of the following types and levels of compensation:non-employee director compensation plan under which the Board was compensated in fiscal 2016.
Annual Equity Grant.Grant At.At the time of each annual meeting, eachnon-employee directors receive director receives a grant of 2,000 shares of our Class A common stock. Directors are permitted to sell 50% of that stock at any time but are required to hold the remaining 50% of the stock until the second anniversary of the date of grant. In addition, each non-employee director receives options to purchase 2,500 shares of our Class A common stock at an exercise price equal to the fair value of our Class A common stock on thatgrant date. These options become exercisable six months after the grant date and expire on the third anniversary of the grant. Pursuant to this policy,program, on April 10, 2013,13, 2016, eachnon-employee director of the Boardat that time was granted 2,000 shares of Class A common stock, 50% of which may not be transferred until the second anniversary of the date of grant. In addition, each non-employee director was granted stock options to purchase 2,500 shares of Class A common stock with an exercise price of $39.51 per share, the closing price of the Class A common stock on April 10, 2013, and which are exercisable six months after the grant date and expire on the third anniversary of the grant.
On June 24, 2013, Teri McClure was appointed as a non-employee director and received a grant of 2,000 shares of Class A common stock, 50% of which may not be transferred until the second anniversary of the date of grant. Ms. McClure also received stock options to purchase 2,500 shares of Class A common stock with an exercise price of $34.99 per share, the closing price of the Class A common stock on June 24, 2013, and which are exercisable six months after the grant date and expire on the third anniversary of the grant.
Retainer and Committee Fees Paid in Cash.Cash. Eachnon-employee director is entitled to receive an annual retainer of $90,000, per year,which was increased to $130,000 as of April 13, 2016, payable on a quarterly basis, 50% in cash and 50% in shares of our Class A common stock. Those who serve on our Audit Committee are paid aan additional retainer of $25,000 (or $30,000 for the committee Chairman); those who serve on our Compensation Committee are paid aan additional retainer of $15,000 (or $20,000 for the committee Chairman); and those who serve on our NCG Committee are paid aan additional retainer of $10,000 (or $15,000 for the committee Chairman). Committee retainers are paid quarterly in cash.Non-employee directors are also reimbursed for incidental expenses associated with each Board of Directors and/or committee meeting. Our Lead Director receives an additional $75,000 per year for his services in that capacity, paid quarterly in cash. Directors who are employees do not receive any additional compensation for their services as a director.
Compensation Deferral.Deferral. A director may elect to defer payment of both the cash and stock portion of the annual and committee retainers until he or she no longer servesthe year of the member’s separation from service as a director of our Company.or the member’s death. If a director makes this election, a number of phantom shares of Class A common stock with a value equal to the amount of the deferred retainers is credited to the director’s deferred compensation account each quarter. Amounts equal to the dividends that would have been paid if the phantom shares had actually been outstanding are also credited to the directors’ accountsdirector’s account and treated as though they were used to purchase additional shares of Class A common stock. Upon termination of a director’s deferred compensation account, the director will receive cash equal to the value at the time of termination of the number of phantom shares of Class A common stock or Class B common stock credited to the director’s account. The value of the phantom shares of Class A common stock and Class B common stock is determined by multiplying the phantom shares by the closing price of the applicable common stock on either the date of the director’s death or the date during the year of the director’s separation from service that the director sends a notice to the Company requesting the settlement of such director’s phantom share account.
For fiscal 2013,2016, each of Messrs. Gerard, Gilliam, Hudson, Landon, Lapidus, Olivera and Sonnenfeld, and Ms. McClure had elected to defer payment of both the cash and stock portions of their fees. During fiscal 2013, Ms. McClure elected to defer her retainers, which deferral will be effective beginning in fiscal 2014. The table below sets forth the aggregate amountnumber of phantom shares of Class A common stock and Class B common stock held by each director in their respective deferred compensation accounts at November 30, 2013:2016:
| Aggregate Number of Shares of Phantom Stock Held in Deferred Compensation Account at November 30, 2013 | Aggregate Number of Shares of Phantom Stock Held in Deferred Compensation Account at November 30, 2016 | |||||||
Name | Class A | Class B | Class A | Class B | ||||
Irving Bolotin | - | - | - | - | ||||
Steven L. Gerard | 42,348 | 388 | 47,386 | 388 | ||||
Tig Gilliam | 11,077 | - | 21,035 | - | ||||
Sherrill W. Hudson | 31,866 | - | 41,852 | - | ||||
R. Kirk Landon | 47,294 | 698 | ||||||
Sidney Lapidus | 25,513 | - | 37,431 | - | ||||
Teri P. McClure | - | - | 8,319 | - | ||||
Armando Olivera | 5,477 | - | ||||||
Jeffrey Sonnenfeld | 28,241 | - | 36,190 | - | ||||
| (1) | The shares of phantom stock are shares that Mr. Gerard received prior to terminating his participation in the deferred compensation program in fiscal 2015. |
The following table sets forth information regarding the compensation of ournon-employee directors for fiscal 2013.2016. Mr. Miller, our Chief Executive Officer,CEO, is omitted from the table as he does not receive any additional compensation for his services as a director.
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(1)(2) | Option Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | |||||||||||||
Irving Bolotin | 80,000 | 122,803 | 16,675 | - | 219,478 | |||||||||||||
Steven L. Gerard | 90,000 | 124,020 | 16,675 | 6,170 | 236,865 | |||||||||||||
Tig Gilliam | 70,000 | 124,020 | 16,675 | 1,497 | 212,192 | |||||||||||||
Sherrill W. Hudson | 90,000 | 124,020 | 16,675 | 4,652 | 235,347 | |||||||||||||
R. Kirk Landon | 85,000 | 124,020 | 16,675 | 6,943 | 232,638 | |||||||||||||
Sidney Lapidus | 120,000 | 124,020 | 16,675 | 3,628 | 264,323 | |||||||||||||
Teri P. McClure | 28,750 | 91,356 | 15,125 | - | 135,231 | |||||||||||||
Jeffrey Sonnenfeld | 60,000 | 124,020 | 16,675 | 4,113 | 204,808 | |||||||||||||
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(1)(2) | All Other Compensation ($)(3) | Total ($) | ||||||||||||
Irving Bolotin | 95,000 | 157,214 | 106 | 252,320 | ||||||||||||
Steven L. Gerard | 105,000 | 157,214 | 7,306 | 269,520 | ||||||||||||
Tig Gilliam | 110,000 | 157,320 | 2,924 | 270,244 | ||||||||||||
Sherrill W. Hudson | 105,000 | 157,320 | 6,105 | 268,425 | ||||||||||||
Sidney Lapidus | 135,000 | 157,320 | 5,397 | 297,717 | ||||||||||||
Teri P. McClure | 85,000 | 157,320 | 986 | 243,306 | ||||||||||||
Armando Olivera | 85,000 | 157,320 | 534 | 242,854 | ||||||||||||
Jeffrey Sonnenfeld | 75,000 | 157,320 | 5,249 | 237,569 | ||||||||||||
| (1) | Each of Messrs. |
Name | Deferred Cash Fees ($) | Deferred Stock Awards ($) | Phantom Shares Credited to Account | |||||||||
Steven L. Gerard | 90,000 | 45,000 | 3,560 | |||||||||
Tig Gilliam | 70,000 | 45,000 | 3,032 | |||||||||
Sherrill W. Hudson | 90,000 | 45,000 | 3,560 | |||||||||
R. Kirk Landon | 85,000 | 45,000 | 3,427 | |||||||||
Sidney Lapidus | 120,000 | 45,000 | 4,352 | |||||||||
Jeffrey Sonnenfeld | 60,000 | 45,000 | 2,768 | |||||||||
Name | Deferred Cash Fees ($) | Deferred Stock Awards ($) | Phantom Shares Credited to Account | |||||||||
Tig Gilliam | 110,000 | 60,000 | 3,832 | |||||||||
Sherrill W. Hudson | 105,000 | 60,000 | 3,718 | |||||||||
Sidney Lapidus | 135,000 | 60,000 | 4,397 | |||||||||
Teri McClure | 85,000 | 60,000 | 3,266 | |||||||||
Armando Olivera | 85,000 | 60,000 | 3,271 | |||||||||
Jeffrey Sonnenfeld | 75,000 | 60,000 | 3,040 | |||||||||
| (2) | Amount reflects (i) 50% of the annual retainer fee, or |
| to each of Messrs. Bolotin, Gerard, Gilliam, Hudson, |
| ||||
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Name | Dividends Deferred ($) | Phantom Shares Credited to Account from Deferred Dividends | Dividends Deferred ($) | Phantom Shares Credited to Account from Deferred Dividends | ||||||||||||
Steven L. Gerard | 6,170 | 164 | 7,200 | 161 | ||||||||||||
Tig Gilliam | 1,497 | 41 | 2,924 | 65 | ||||||||||||
Sherrill W. Hudson | 4,652 | 124 | 6,105 | 137 | ||||||||||||
R. Kirk Landon | 6,943 | 185 | ||||||||||||||
Sidney Lapidus | 3,628 | 96 | 5,397 | 121 | ||||||||||||
Teri McClure | 986 | 22 | ||||||||||||||
Armando Olivera | 534 | 12 | ||||||||||||||
Jeffrey Sonnenfeld | 4,113 | 110 | 5,249 | 117 | ||||||||||||
| (4) | The table below sets forth the aggregate number of unexercised stock options for Class A common stock held at November 30, 2016 by each of ournon-employee directors. |
Name | Number of Shares Issuable Pursuant to Options Exercisable | |||
Irving Bolotin | 5,000 | |||
Steven L. Gerard | 5,000 | |||
Tig Gilliam | 5,000 | |||
Sherrill W. Hudson. | 5,000 | |||
Sidney Lapidus | 5,000 | |||
Teri McClure | 5,000 | |||
Armando Olivera | 3,075 | |||
Jeffrey Sonnenfeld | 5,000 | |||
| III. | COMPENSATION DISCUSSION AND ANALYSIS |
This Compensation Discussion and Analysis describes our compensation philosophy, policies and plans and their objectives, our compensation-setting process, and the 20132016 compensation of our named executive officers, or NEOs. In addition, we explain why we believe that our executive compensation plan is in the best interests of you, our stockholders.
For fiscal 2013,2016, our named executive officers were:
Stuart | Chief Executive Officer | |
Rick Beckwitt | President | |
Jonathan M. Jaffe | Vice President and Chief Operating Officer | |
Bruce | Vice President and Chief Financial Officer | |
Mark Sustana | Secretary and General Counsel |
As discussed in Proposal 3 on page 41,43, we are conducting a Say on Pay vote that requests your approval, on an advisory basis, of the compensation of our named executive officers as described in this section and in the tables and accompanying narrative contained in the discussion captioned “Executive Compensation.” In connection with that vote, you should review our compensation philosophies, the design of our executive compensation programs and how, we believe, these programs have contributed to the strong financial performance that Lennar has provided to stockholders.
Executive Summary
We Tie Our Executives’ Compensation to Performance.We believe that one of the best methods for aligning the interests of our senior executives with those of our stockholders is to tie a significant portion of their compensation to our financial and operational performance. With respect to our three named executive officers whose responsibilities are to grow our business, our CEO, our President and our COO, this translates into:
With respect to our other two named executive officers, our CFO and our General Counsel, whose principal responsibilities are the establishment and maintenance of strong internalcorporate controls and corporate and regulatory compliance, we base their bonusannual cash incentive award targets on their individual performance, the performance of the Company in its adherence to corporate governance, policies and procedures, the results of an annual internal audit evaluation and, in the case of our CFO, the pretax income of our Lennar Financial Services segment.segment, which he oversees. The amount of award thatbonus each executive is then earnedawarded is based on the extent to which the executive achieves his target and the Company’s financial performance, measured againstby our pretax income. Equity awards are service-based and vest over three years.years with respect to our CFO. With respect to our General Counsel, equity awards are earned only if the Company accomplishes certain financial and operational metrics and, upon being earned, the awards vest in three equal annual installments. As a result, 79%87% of our CFO’s total direct compensation and 74%79% of our General Counsel’s total direct compensation for 20132016 was performance-basedperformance or equity-based.equity based.
We Maintain Strong Executive Compensation Policies.We maintain strong executive compensation policies to further align our executives’ interests with those of our stockholders. Specifically, we have:
| • | Stock ownership guidelines. We have a minimum stock ownership requirement for all of our executive officers. All of the NEO’s significantly exceed |
| • | No employment agreements.We do not have employment agreements, severance agreements, or change of control agreements with any of our executive officers and |
20132016 Compensation Reflects Exceptional 20132016 Company Performance.During fiscal 2013, 2016,we achieved exceptional financial and operational performance, including:
Revenues from home sales increased 52%15% in the year ended November 30, 20132016 to $5.3$9.6 billion from the same period in 2012,prior fiscal year and gross margins on home sales increased 24.9% to $1.3were $2.2 billion or 23.0% in the year ended November 30, 2013 compared to the same period in 2012.2016. During fiscal 2016, we also had strong performances from our other business segments. Our Lennar Financial Services segment produced $85.8 million ofhad operating earnings notwithstanding a significant slowdownof $163.6 million. Our Multifamily business had operating earnings of $71.2 million in the refinance business. In addition, our Rialto segment generated $19.9 million of operating earnings,fiscal 2016, benefiting from the successful launchsale of seven completed rental properties. During the year ended November 30, 2016, the Multifamily venture received an additional $1.1 billion of equity commitments completing the fund raising for the venture and increasing its total commitments to $2.2 billion, including a $504 millionco-investment commitment by Lennar. Finally, in fiscal 2016, we contributed, or obtained the right to contribute, our new mortgage origination and securitization business. Our Rialto segment also closed on a second real estate investment fund, with $1.3 billion raised, and successfully issued its own senior notes without a guarantee from Lennar. Our Multifamily rental business, which is a new segment, has continued to grow with 11 communities under construction, one completed, fully-leased community and, at the end of fiscal 2013, a pipeline of future projects totaling $3.7 billion in assets across a number of states that will be developedthree strategic joint ventures previously managed by unconsolidated entities. Finally, our FivePoint Communities is well positioned, managing the entitlement and development of some of the most desirable real estate assets in Southern and Northern California.exchange for an investment in a FivePoint entity.
Compensation Setting Process
We designed our executive compensation to:
Role of the Compensation Committee
Our Compensation Committee annually evaluates and approves the compensation for our CEO and our most senior executive officers, including all the named executive officers. Its determinations regarding the compensation of our senior executive officers take into account information about compensation being paid by other homebuilders or companies engaged in other activities of the type in which we are engaged, as well as recommendations by our CEO and President (except regarding himself)themselves) and other members of our senior management, and any other factors the Compensation Committee believes to be applicable.
Role of the Independent Compensation Consultant
The Compensation Committee has the authority to engage compensation consultants. In some previous years,During fiscal 2016, the Compensation Committee engaged F.W. Cook & Co., Inc., an independent management compensation consulting firm. However,firm, to perform a review of the Company’snon-employee director compensation program. The Compensation Committee did not engageconsidered the serviceswork previously performed by FW Cook and determined that no conflicts of outside experts during fiscal 2013. Our senior management did not use the services of compensation consultants during fiscal 2013.interest were raised and that FW Cook was independent from management.
Role of Management
Our CEO and our President developprovide written background and supporting materials for review at Compensation Committee meetings, attend Compensation Committee meetings at the Committee’s request, and provide information regarding, and make recommendations about, designs for and, if warranted, changes to our executive compensation programs. Our CEO and our President provide reviews of each executive officer’s performance and recommend compensation actions for executive officers other than themselves.
Use of Compensation Survey Data
We use compensation data regarding what we view as our peer group of publicly-traded homebuilding companies to analyze compensation decisions in light of current market rates and practices, and to help ensure that our compensation decisions are reasonable in comparison to the compensation paid by our peer group and in view of the value of particular executives to Lennar. In connection with setting fiscal 20132016 compensation, the Compensation Committee reviewed summaries of information disclosed in public filings by the following publicly traded homebuilders that the Compensation Committee views as our peer group (“Peer Group”), based on revenue and home closings:
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| Century Communities, Inc. | NVR, Inc. | |
| D.R. Horton, Inc. |
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In addition, the Compensation Committee reviewed information about compensation levels generally paid by Fortune 500 companies. The Compensation Committee does not design our executive compensation programs to fit within a specific percentile of the executive compensation programs of the Peer Group companies, the Fortune 500 companies or any other peer group or survey. Rather, the Compensation Committee compares numerous elements of executive compensation, including base salaries, annual incentive compensation and long-term cash and equity based incentives to assist in determining whether proposed compensation programs are competitive, and then uses its experience and judgment to make final compensation decisions.
Consideration of Stockholder Advisory Vote
As part of its compensation setting process, the Compensation Committee also considers the results of the prior-year’s stockholder advisory vote on our executive compensation to provide useful feedback regarding whether stockholders believe that the Compensation Committee is achieving its goal of designing an executive compensation program that promotes the best interests of the Company and its stockholders by providing its executives with the appropriate compensation and meaningful incentives.feedback. As part of its 20132016 compensation setting process, the Compensation Committee reviewed the results of the 20132016 stockholder advisory vote, including the fact that approximately 85%93% of the votes cast were voted in favor of our executive compensation. The Compensation Committee intends to annually review the results of the
advisory vote and will be cognizant of this feedback as it completes its annual review of each pay element and the total compensation packages for our named executive officers.
Compensation Plans
Our 20072016 Equity Plan provides for the issuance of stock-based awards, such as options and restricted stock, to officers, directors, or employeesassociates of the Company and its subsidiaries, or individuals who provide significant services to the Company or its subsidiaries. The aggregate number of shares of Class A common stock or Class B common stock that may be subject to awards thatgranted under the 2016 Equity Plan is 15 million shares. The 2016 Equity Plan replaced our prior equity plan, the 2007 Equity Plan. While awards may no longer be grantedissued under the 2007 Equity Plan, is 25,000,000 shares.the 2007 Equity Plan still governs the outstanding awards that were issued under the 2007 Equity Plan. Our 2012 Incentive Compensation Plan enablesand 2016 Incentive Compensation Plan enable the Compensation Committee to establish performance goals for officers and other employeesassociates of the Company and its subsidiaries to determine bonuses which will be awarded on the basis of such performance goals. In April 2016, our 2016 Incentive Compensation Plan replaced our 2012 Incentive Compensation Plan.
Executive Compensation Components and 20132016 Compensation Decisions
Our executive officers do not have employment agreements. This gives the Compensation Committee flexibility to change the components of our executive compensation program in order to remain competitive in the market competitive and address economic conditions. Our executive compensation program currently has three components of total direct compensation: (1) base salary, (2) annual cash incentive awards, and (3) equity-based incentive awards.
Element | Description | Primary Objectives | ||
| Base Salary | Fixed cash payment | To attract and retain executives by offering salaries that are competitive with market opportunities and that recognize each executive’s position, role, responsibility and experience. | ||
Annual Cash Incentive Award | Variable performance-based cash payment | To motivate and reward the achievement of annual financial performance. | ||
Equity-Based Incentive Award | Performance-based restricted stock, with respect to our CEO, our President, our COO and our General Counsel. Service-based restricted stock with respect to our | To align executives’ interests with the interests of stockholders, motivate executives to maximize our long-term, as well as our short-term, performance and promote employee retention. | ||
We do not have a formal policy relating to the allocation of total compensation among the various components. However, our Compensation Committee believes executives with more influence over our operating and financial performance should have a greater portion of their compensation dependent upon the achievement of the performance objectives. The Compensation Committee believes that those executives thatwho are responsible for growth should have the largest portion of their compensation from (i) annual cash incentive awards that are directly based on our financial performance, without a cap to motivate annual profitability and (ii) equity-based awards whose value is based on the long-term appreciation of our stock price. By comparison, those named executive officers whose responsibilities are the establishment and maintenance of strong internalcorporate controls and corporate and regulatory compliance should have a larger percentage of their direct compensation
from their base salary and from annual incentive awards based on, among other factors, the performance of the Company in its adherence to corporate governance, policies and procedures and the results of an internal audit evaluation to avoid undue risk taking.
The table below sets forth, for each NEO, the percentage of his 2013 total direct compensation that comes from (1) base salary, (2) annual cash incentive awards, and (3) equity-based incentive awards.
Base Salaries
Why we pay base salaries. The Compensation Committee believes that payment of competitive base salaries is an important element in attracting, retaining and motivating our executives. In addition, the Compensation Committee believes that having a certain level of fixed compensation allows our executives to dedicate their full time business attention to our Company.
How base salaries are determined. When we setthe Compensation Committee sets the base salaries for the NEOs, we considerit considers a number of factors, including:
When setting base salaries, the Compensation Committee does not assign a specific weight to any individual factor, or considerapply any policyspecific formula as to how base salary should compare to that of similar employees of our Peer Group.
Due to unfavorable economic conditions with regard to homebuilding in recent years, exceptExcept for the base salaries of our President and our General Counsel, the base salaries of our NEO’s have remained unchanged since 2007. The base salary of our CEO has remained unchanged since 2003.
20132016 Base Salary Decisions. We increased the base salary of Mr. Sustana by 11% to bring his base salary more in line with comparable market compensation. We did not increase the base salaries of any of our other NEO’s in fiscal 2013.2016.
Annual Cash Incentive Compensation
Why we pay annual cash incentive compensation. The Compensation Committee believes that annual cash incentive compensation encourages executive officers to focus oncontribute to the Company’s annual profitability. Our 2016 annual cash incentive awards arewere made under our 2012 Incentive Compensation Plan.
How Annual Incentive Compensation is determined.
CEO, President and COO. The cash bonus for our CEO, our President and our COO is based on a percentage of our pretax income, which is net earnings before income taxes adjusted to eliminate the following non-recurring items: loss attributable to noncontrolling interests, lossLennar plus/minus income tax expense/benefit (“Pretax Income”). Pretax Income takes into account and adjusts for goodwill charges, losses or expenses on early retirement of debt and valuation adjustments and
write-offs relating to the Company’s operations (“Pretax Income”).impairment charges. The cash bonus for our CEO, our President and our COO is not capped. We believe that our executives’ pay should be linked to the performance of Lennar and
that linking the annual cash bonus to Pretax Income achieves this goal. As a result, there are somehave been years, such as fiscal 2008 and 2009 during the economic downturn, wherewhen these executives did not receive a cash bonus, and other years, such as more recent years when Lennar has returned to profitability, wherewhen the executives have received significant cash bonuses.
In June 2015, our Compensation Committee reviewed an analysis of the compensation Lennar paid to its senior executives compared with that paid by 11 other publicly traded homebuilding companies. This included an analysis of the fiscal year 2014 compensation paid to our CEO with that paid in fiscal 2014 to the chief executive officers of each of the 11 other homebuilding companies and with the fiscal 2014 compensation of the chief executive officers of the companies in the Fortune 500. It also included an analysis of the fiscal 2014 compensation paid to our President and to our COO compared with the compensation paid in fiscal 2014 to the persons in comparable positions by three of the homebuilding companies and the compensation paid in fiscal 2014 to the presidents of the companies in the Fortune 500. In January 2013,2016, the Compensation Committee decided that Messrs. Miller, Beckwitt and Jaffe would be eligible to receivereviewed a cash bonus with regard tocomparison of the fiscal 2013 equal to 2.0%, 1.5% and 1.5%, respectively,2015 compensation of our Pretax Income,CEO, our President and our COO, which may be adjusted downward in the sole discretion of the Compensation Committee. As a result of the significant increase in the Pretax Income of Lennar for fiscal 2013, and in order to provide a significant equity component of compensation while keeping compensation within total compensation objectives, upon the recommendation of Messrs. Miller, Beckwitt and Jaffe, in conjunction with the July 2013 equity grant the Compensation Committee used its discretion to adjust downwardincluded cash incentive bonuses equal to 1.25%, 1.15% and 1.15%, respectively, of Lennar’s fiscal 2015 pretax income, with that of the persons in similar positions at the publicly traded homebuilding company that is most nearly comparable in size with Lennar and companies in the Fortune 500. Based on its review of those analyses, the results Lennar had achieved during fiscal 2015, and the increased results Lennar was expected to achieve during fiscal 2016, the Compensation Committee decided to lower the percentages as compared to the prior year and to apply a formula for each of our Pretax IncomeCEO, our President and our COO which included cash incentive bonuses equal to 1.00%, 0.92% and 0.92%, respectively, of Lennar’s fiscal 2016 pretax income. The Compensation Committee determined that the amount of cash bonus that Messrs. Miller, Beckwittincentive bonuses the officers received in fiscal 2015 was appropriate and Jaffe, respectively, would receivelowered the percentages to keep their fiscal 2016 compensation in line with regard to fiscal 2013.the prior year compensation.
CFO and General Counsel. Mr. Gross and Mr. Sustana each had the opportunity to earn a target award of 150% and 100% of base salary respectively, based on the performance criteria set forth in the tablestable below, and to receive aan additional cash bonus of between 0% and 150%up to 50% of the target award based on our actual Pretax Income as compared toachievement of between 100% and 110% of our forecasted Pretax Income of $409.7 million$1.32 billion for fiscal 20132016 (“Business Plan”). For example, if we achieved 50%105% of our Business Plan, the additional cash bonus would be 50%25% of the target award that was earned, and if we achieved 150%resulting in a total cash bonus of our Business Plan, the bonus would be 150%125% of the target bonus that was earned.executive’s base salary.
The formula for determining each of Mr. Gross’ and Mr. Sustana’s target award based on performance is set forth in the tablestable below:
| Portion of 100%
| Performance Levels/Target Bonus Opportunity | ||||||||||
Threshold | % of Target | |||||||||||
| Individual performance(1) | Up to 60% | Good Very Good Excellent | 20% 40% 60% | |||||||||
| Corporate Governance, Company Policy and Procedure Adherence, and Internal Audit Evaluation(2) | Up to 40% | Good Very Good Excellent | 10% 25% 40% | |||||||||
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Target Award | 100% | |||||||||||
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In addition, Mr. Gross, who oversees our Lennar Financial Services segment, had the opportunity to earn 1.00% of our Lennar Financial Services pretax income, which is the operating earnings of our Lennar Financial Services segment (“LFS Pretax Income”).
20132016 Annual Incentive Compensation Decisions.
CEO, President and COO. Based on our Pretax Income of $665.1 million,$1.34 billion, Messrs. Miller, Beckwitt and Jaffe receivedwere entitled to cash bonus payments of $8,314,050, $7,648,926$13,435,580, $12,360,734 and $7,648,926,$12,360,734, respectively.
CFO and General Counsel. Based on a review of the target award performance criteria, the Compensation Committee determined that Mr. Gross and Mr. Sustana were entitled to the maximum percentages of their respective target awards.
With respect to Mr. Gross, in determining the subjective score earned for individual performance, the following were highlighted: overall contribution to strong external audit resultsfinancial and accounting controls and to the Company’s solid performance during fiscal 2013.2016. In determining the subjective score earned for Corporate Governance, Company Policy and Procedure Adherence, and Internal Audit Evaluation the following were highlighted: overall contribution to strong internal control environment resulting in positive internal audit results, leadership in response to governance challenges during the year and overall contribution to continuing development of corporate governance programs and policies. The Lennar Financial Services Segment Pretax Income for fiscal 2013 was $85.8 million. No specific weight was given to any particular factor in the subjective evaluations and no one factor was material. Mr. Gross was deemed to meet the “excellent” performance level with respect to both performance criteria. For fiscal 2016, we achieved 101.8% of our Business Plan. As a result, Mr. Gross was entitled to a cash bonus of 108.97% of his base salary, or $708,305. Based on our LFS Pretax Income of $163.6 million, Mr. Gross was entitled to $1,636,170 for that portion of the award. Accordingly, Mr. Gross received a cash bonus payment of $2,344,475 under the incentive program. In recognition of his exceptional performance during fiscal 2016, the Compensation Committee also granted an award of $180,525 to Mr. Gross. This award is separate from the 2016 target bonus incentive program.
With respect to Mr. Sustana, in determining the subjective score earned for individual performance, the following were highlighted: successful resolution of litigation matters and legal recoveries, strong level of support provided to business units, overall contribution to the Company’s solid performance during fiscal 20132016 and successful recovery of insurance claims. In determining the subjective score earned for Corporate Governance, Company Policy and Procedure Adherence, and Internal Audit Evaluation the following were highlighted: overall contribution to control environment and creation and implementation of training systems resulting in positive internal audit results, leadership in response to legal and governance challenges during the year and overall contribution to continuing development of corporate governance programs and policies. No specific weight was given to any particular factor in the subjective evaluations and no one factor was material.
In addition, because we exceeded our Business Plan by more than 150%, Mr. Gross and Mr. Sustana were entitledwas deemed to cash bonuses of 150% of their respective target awards. However,meet the “excellent” performance level with respect to both performance criteria. For fiscal 2016, we achieved 101.8% of our Business Plan. As a result, Mr. Gross,Sustana was entitled to a cash bonus of 108.97% of his base salary, or $490,365 under the incentive program. In recognition of his exceptional performance during fiscal 2016, the Compensation Committee used its discretionalso granted an award of $284,635 to adjust downwardMr. Sustana. This award is separate from the cash2016 target bonus that Mr. Gross received with regard to fiscal 2013 from $1,462,500 to $1,350,500 in order to achieve total compensation objectives. Accordingly, Mr. Gross and Mr. Sustana received cash bonus payments of $1,350,500 and $600,000, respectively.incentive program.
Equity-Based Compensation
Why we pay equity-based compensation. The Compensation Committee’s philosophy is that a significant component of ana senior executive’s compensation should be long-term incentive compensation in the form of restricted stock so as to align the financial interests of our senior executives with those of our stockholders. Since 2009, we have provided long-term equity incentive awards solely in the form of restricted stock, both performance-based and service-based. The Compensation Committee believes that giving equity incentives to our senior executives in the form of restricted stock also:
How equity–basedequity-based compensation is determined. Annually, the Compensation Committee evaluates the appropriate form of equity-based compensation that Lennar will grant as part of its long term incentive compensation and approves the dollar value of long-term equity awards that will be granted to each NEO.
During 2012,2016, our Compensation Committee reviewed the effect that our three year restricted stock grant program which expired in 2012, had on our retention of our senior executives. The Committee decided that the program had provided, and continued to provide, a strong retention incentive for senior management and that, because of the “stacking” effect, a program of annual grants that vests in three annual installments provides better employee retention benefits than a one-time grant.grant that vests upon the grant date. The Compensation Committee also reviewed an analysis of (1) the benefits of makingbelieves that restricted stock awards in July, rather than waiting until after our fiscal year expires atprovide a strong retention incentive for other key associates. In 2016, the end of November, and (2) whether restricted stock awards should be limited to our senior management, or whetherCompensation Committee decided that we should makecontinue making grants of restricted stock awards to a wider group of key employees. It decided to make restricted stock awards in July rather than at the end of our fiscal year for the reasons, among others, that (i) no equity awards had been made to key employees other than our senior management since grants of options in 2008, which became fully vested during July 2012 and expired in July 2013; so unless equity incentive awards were made to key associates, below the senior management level, many of them soon would have no equity incentives, and (ii) if restricted stock vests in July, vesting will occur at a time when associates can sell shares in order to obtain funds with which to pay taxes, instead of at a time when they would be prohibited by our policy from selling shares until after we announce our year-end earnings. The Compensation Committee approved restricted stock grants for senior management, Division Presidents, key Regional managers and other key associates. One-third of the restricted stock awarded to an associate would vest on each of the first three anniversaries of the date of grant and unvested shares would, under most circumstances, be forfeited if the associate terminated his or her employment with us. In 2013, the Compensation Committee decided to continue making grants of restricted stock, and, with the approval of the Compensation Committee, in July 2013June 2016, the Company awarded grants of restricted stock to senior management, (currently 21 persons), and to our Division Presidents, our key Regional managers and other key associates (currently 120(270 persons).One-third of the restricted stock awarded to an associate in July 2013June 2016 will vest on each of the first three anniversaries of the date of grantJuly 2, 2017, July 2, 2018, and July 2, 2019 and unvested shares will, under most circumstances, be forfeited if the associate terminates his or her employment with us.
The number of shares of restricted stock to be awarded to members of our senior management was based upon recommendations by our CEO, our President and other members of our senior management, followed by a review by our Compensation Committee of the total compensation our senior management had received over the last five years, a comparison of their 20122015 compensation with that of similarly positioned executives at the Peer Companies, a review of total potential compensation for fiscal 2013,2016, as well as consideration of each executive’s responsibilities and expected contributions to our company. When considering the number of shares to award, the Compensation Committee did not assign a specific weight to any individual factor, or consider any policy as to how the compensation should compare to that of employees performing similar employees offunctions for our Peer Group.
20132016 Equity Based Compensation Decisions. In July 2013,June 2016, the Compensation Committee approved the following awards of restricted Class A common stock for our NEOs under the 20072016 Equity Incentive Plan:
Officer | Restricted Stock Value ($) | Restricted Stock (#) | Restricted Stock Value ($) | Restricted Stock (#) | ||||||||||||
Stuart A. Miller | 4,266,000 | 120,000 | ||||||||||||||
Stuart Miller | 4,780,880 | 104,000 | ||||||||||||||
Rick Beckwitt | 3,555,000 | 100,000 | 3,999,390 | 87,000 | ||||||||||||
Jonathan M. Jaffe | 2,026,350 | 57,000 | 2,275,515 | 49,500 | ||||||||||||
Bruce E. Gross | 1,130,877 | 32,320 | ||||||||||||||
Bruce Gross | 1,838,800 | 40,000 | ||||||||||||||
Mark Sustana | 551,792 | 15,770 | 873,430 | 19,000 | ||||||||||||
CEO, President, COO and COOGeneral Counsel. The equity awards granted to Messrs. Miller, Beckwitt, Jaffe and JaffeSustana in July 2013June 2016 were performance shares which would be earned if Lennar achieved anyat least three of the five performance goals set forth below for the last six months of fiscal 2013. If at least three of the five performance goals were achieved, the performance goals would be fully satisfied and the performance shares earned.below. The shares of restricted stock would then vest in equal installments on each of the first three anniversaries of July 2, 2013.2017, July 2, 2018 and July 2, 2019. The Compensation Committee awarded performance shares to these executive officersour CEO, our President and our COO because the Committee believes that their responsibility for growing our business translates into earning their equity awardawards only if the Company accomplishesachieves financial and operational metrics which we believe contributereflect growth. While in prior years, Mr. Sustana was awarded solely service-based restricted stock, the Compensation Committee determined that Mr. Sustana’s shares should also be tied to long-term growth.performance criteria in order to take advantage of the tax benefits resulting from his grant becoming qualified performance-based compensation deductible under Section 162(m).
The Compensation Committee set the 20132016 corporate financial and operational performance goals abovehigher than our 20122015 results, except for gross margin. In addition, SG&A as a percent of homebuilding debt-to capital ratio.revenue replaced community count as a goal as a result of the increased focus by the Company on improving efficiencies, such as through the Company’s move away from traditional marketing channels to digital
marketing. In January 2014,2017, the Compensation Committee determined that each of the five performance goals had been achieved.
Performance Measure | Six months ended November 30, 2012 Results | Six months ended November 30, 2013 Performance Goals | Six months ended November 30, 2013 Results | |||
Revenues | $2.45 Billion | $3.25 billion | $3.52 billion | |||
Homes Sold | 8,098 | 10,000 | 10,640 | |||
Gross Margin | 23.3% | 24.25% | 25.9% | |||
Active Community Count | 457 | 520 | 537 | |||
Homebuilding Debt-to Capital Ratio as of the last quarter of fiscal 2013 | 54.0% | Less than 58.0% | 50.2 % |
Performance Measure | November 30, 2015 Results | November 30, 2016 Performance Goals | November 30, 2016 Results | Performance Goals Achieved | ||||
Revenues for the nine months ended | $7.83 billion | $8.50 billion | $8.96 billion | Yes | ||||
Homes Deliveries for the nine months ended | 19,990 | 20,750 | 21,731 | Yes | ||||
Gross Margin for the nine months ended | 24.2% | 22.75% | 23.0% | Yes | ||||
SG&A as a % of Homebuilding Revenue for the nine months ended | 9.7% | 9.4% | 9.1% | Yes | ||||
HomebuildingDebt-to Capital Ratio as of | 47.1% | Less than 45.0% | 39.4% | Yes |
CFO and General Counsel. The equity awardsaward granted to Mr. Gross and Mr. Sustana in July 2013 wereJune 2016 was service-based restricted stock, which will vest in equal installments on each of the first three anniversaries of July 2, 2013.2017, July 2, 2018 and July 2, 2019. The Compensation Committee awarded service-based restricted stock to these executive officersMr. Gross because the Committee believes that theirhis responsibility for the establishment and maintenance of strong internalcorporate controls and corporate and regulatory compliance translates into the stability of service-based vesting.
Our 2007 Equity Plan and our 2016 Equity Plan provide that upon an officer’s or employee’s retirement, all restrictions on all restricted stock granted to the such officer or employee will immediately lapse and that restricted stock will no longer be subject to forfeiture. Retirement under our equity plans is defined as a termination of service based vesting.(other than for cause) of a grantee on or after the grantee’s attainment of age 65 or on or after the grantee’s attainment of age 60 with 15 consecutive years of service with the Company. Mr. Miller will turn 60 in fiscal 2017 and, if he were to retire after reaching that age, all of his restricted stock, including the restricted stock granted in fiscal 2016, would immediately vest. Each of Mr. Beckwitt, Mr. Jaffe, Mr. Gross and Mr. Sustana will have turned 60 and have 15 years of service with the Company in fiscal 2021, 2019, 2018 and 2021, respectively, and, if any of them were to retire at that point, such officer’s restricted stock would immediately vest.
Other Benefits
Our NEOs are eligible to receive a 50% match on their 401(k) contributions up to $7,650$7,950 and $8,100 for 2016 and 2017, respectively, and participate in our active employee flexible benefits plans, which benefits are generally available to all full-time employees.associates. Under the flexible benefits plans, all employeesassociates are entitled to medical, vision, dental, life insurance and long-term disability coverage. We also provide certain of our executive officers with a car allowance which varies based on level, term life insurance and long-term disability insurance. The Compensation Committee believes that Lennar’s commitment to provide these employee benefits recognizes that the health and well-being of its NEOsassociates contributes directly to a productive and successful work life that enhances results for Lennar and its stockholders.
Change of Control Benefits
Our equity plan provides for accelerated vesting of outstanding equity awards in connection withif there is a changecombination of control and, for grants after November 30, 2011, a change of control together with certain employment termination events (i.e., a “double trigger”). A summary of potential payments relating to a change of control can be found under the heading “Potential Payments Upon Termination orChange-in-Control” on page 35.37.
Other Compensation Practices
Executive and Director Stock Ownership Guidelines. Our Board has adopted Stock Ownership Guidelines establishing minimum equity ownership requirements for our executive officers and each member of our Board. The purposes of the guidelines are to align the interests of those executives and directors with the interests of stockholders and further promote our commitment to sound corporate governance. Under those guidelines, a person is expected to own, by a date not later than five years after the person is elected as a director or is appointed to his or her position as an executive officer, shares of our common stock with a value on that date equal to athe following multiple of the person’s annual directors fee or annual base salary.salary:
Position | Base Salary/Fee Multiple
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Director | 5x | |||
Chief Executive Officer | 6x | |||
President | 5x | |||
Chief Operating Officer | 5x | |||
Chief Financial Officer | 3x | |||
Treasurer | 2x | |||
General Counsel/ Secretary | 2x | |||
Controller | 2x |
Until the required stock ownership level is achieved, a person is required to retain at least 50% of the restricted shares that become vested and the shares the person acquires through exercise of stock options, other than shares usedsold to enable the person to pay taxes resulting from the vesting or exercise. If the required level is not achieved within five years after a person is elected as a Director or appointed to his or her position as an executive officer, until the required level is achieved, the person will be required to retain 100% of the restricted shares that become vested and the shares the person acquires through exercise of stock options, other than shares usedsold to enable the person to pay taxes resulting from the vesting or exercise.
As of January 31, 2014,2017, all of our named executive officers and directors were in compliance with our Stock Ownership Guidelines. As indicated in the table below, our named executive officers had stock ownership levels well above their respective ownership requirements, as indicated in the table below. Stock ownership includes Class A common stock and Class B common stock beneficially owned by the officer.requirements.
NEO | Base Salary/Fee Multiple Requirement | Actual Base Salary Fee Multiple as of January 31, | ||||||
Stuart | 6x | 786x | ||||||
Rick Beckwitt | 5x | 52x | ||||||
Jonathan M. Jaffe | 5x | 21x | ||||||
Bruce | 3x | 38x | ||||||
Mark Sustana | 2x | 14x | ||||||
| (1) | Stock ownership includes Class A common stock and Class B common stock beneficially owned by the officer. The fair market value of Lennar equity holdings for each participant is based on the average of the stock prices on the last day of each month for the trailing twelve months. |
Prohibition on Hedging. Executive officers and directors are not permitted to enter into hedging arrangements with respect to shares of the Company’s Class A common stock or Class B common stock.
Non-Solicitation Agreement. In connection with receiving the annual cash bonus, each of our NEO’s signedsigns an agreement that for 12 months following termination of his employment with Lennar, he will not offer employment to any of our associates or anybody who had been an associate during the preceding 3 months, and will not encourage any of our associates to terminate his or her employment with us.
Compliance with Internal Revenue Code Section 162(m). When reviewing and setting compensation awards for our executives, one of the things we consider is the potential effect of Section 162(m) of the Internal Revenue Code on the tax deductibility of their compensation. Section 162(m) generally does not allow a publicly-held company to deduct compensation over $1 million paid for any fiscal year to any of the executive officers required to be named in the company’s annual proxy statement, except for the chief financial officer. However, Section 162(m) allows deduction of qualified performance-based compensation if certain requirements are met. We generally have structured awards to our executive officers in ways that are intended to qualify for the performance-based compensation exemption under Section 162(m). However, we can exercise judgment and may award compensation that does not qualify for tax deductibility under Section 162(m) in order to meet corporate objectives or to adapt to changing circumstances..
BothEach of our 2007 Equity Incentive Plan, andour 2016 Equity Plan, our 2012 Incentive Compensation Plan includeand our 2016 Incentive Compensation Plan includes lists of possible criteria that may be used as the basis for performance requirements with regard to compensation awards. The cash bonuses we have awarded to our executive officers during the last several years all have been subject to achievement of performance goals and the awards of restricted stock to Messrs.Mr. Miller, Mr. Beckwitt, Mr. Jaffe and, Jaffe,starting in fiscal 2016, Mr. Sustana, each of whom is one of the executive officers required to be named in this proxy statement, have beenare subject to achievement of performance goals.
2014
2017 Compensation Program
In January 2014,2017, the Compensation Committee decided that Messrs. Miller, Beckwitt and Jaffe would be eligible to receive cash bonuses with regard to fiscal 20142017 equal to 1.25%1.00%, 1.15%0.92% and 1.15%0.92%, respectively, of our Pretax Income. In addition,Additionally, in January 2014,2017, the Compensation Committee decided that Mr. Gross and Mr. Sustana would each have the opportunity to earn a target awardcash bonus of up to 100% of base salary based on the performance criteria set forth in the tables below,table below. In addition, Mr. Gross’ and to receive aMr. Sustana’s target cash bonus ofcould be increased by between 0% and 150%80% of the target awardcash bonus based on our forecasted Pretax Incomeachievement of for fiscal 2014certain goals as compared to our actual Pretax Income for fiscal 2014. In addition,specified below, the satisfaction of which will be determined by the Compensation Committee. Additionally, Mr. Gross is eligible to receive a sum equal to 1.00% of Lennar Financial ServicesLFS Pretax Income. Any cash bonus awarded to the NEOs may be adjusted downward in the sole discretion of the Compensation Committee.
Portion of 100% Target Award | Performance Levels/Target Bonus Opportunity | |||||||||||
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Individual performance(1) | Up to 60% | Good Very Good Excellent |
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| Corporate Governance, Company Policy and Procedure Adherence, and Internal Audit Evaluation(2) | Up to 40% | Good Very Good Excellent | 10% 25% 40% | |||||||||
Target Award | 100% | |||||||||||
| Additional Bonus Potential | Up to +80% | Mr. Gross: - Exceeding Business Plan Profitability - Amount and Success of Public Debt Raised - Successful WCI Integration & maximizing synergies - Establish Online Title Solution - Successfully grow Next Gen program in Corporate and LFS - Other Strategic Transactions Mr. Sustana: -Exceeding Business Plan Profitability - Successful WCI Integration & maximizing synergies - Tightly Managing Legal Expenses - Successful Resolution of Large Legal Cases | ||||||||||
| (1) | Individual performance is |
| (2) | Determined by the Nominating and Corporate Governance Committee. |
Compensation Committee Report
The Compensation Committee has reviewed and discussed the disclosure set forth above under the heading “Compensation Discussion and Analysis” with management and, based on such review and discussions, it has recommended to the Board that the “Compensation Discussion and Analysis” be included in this proxy statement.
Respectfully submitted by the Compensation Committee of the Board,
The Compensation Committee
Steven L. Gerard, Chairperson
Theron I.Tig Gilliam
Sherrill W. Hudson
R. Kirk Landon
Teri P. McClure
February 19, 201421, 2017
| IV. | EXECUTIVE COMPENSATION |
The following table presents certain summary information for the fiscal years ended November 30, 2013, 20122016, 2015 and 20112014 concerning compensation earned for services rendered in all capacities by our Chief Executive Officer, our Chief Financial Officer and our other three most highly compensated executive officers for the fiscal year ended November 30, 2013.2016. We refer to these officers collectively as our named executive officers.
Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | ||||||||||||||||||
Stuart A. Miller | 2013 | 1,000,000 | 4,266,000 | 8,314,050 | 128,660 | 13,708,710 | ||||||||||||||||||
Chief Executive Officer | 2012 | 1,000,000 | 6,220,000 | 5,584,190 | 154,121 | 12,958,311 | ||||||||||||||||||
| 2011 | 1,000,000 | 9,205,000 | 1,552,580 | 108,230 | 11,865,810 | |||||||||||||||||||
Rick Beckwitt | 2013 | 800,000 | 3,555,000 | 7,648,926 | 107,860 | 12,111,786 | ||||||||||||||||||
President | 2012 | 800,000 | 5,442,500 | 5,025,771 | 101,567 | 11,369,838 | ||||||||||||||||||
| 2011 | 800,000 | 4,602,500 | 776,290 | 83,230 | 6,262,020 | |||||||||||||||||||
Jonathan M. Jaffe | 2013 | 800,000 | 2,026,350 | 7,648,926 | 86,060 | 10,561,336 | ||||||||||||||||||
Vice President and | 2012 | 800,000 | 3,887,500 | 5,025,771 | 104,121 | 9,817,392 | ||||||||||||||||||
Chief Operating Officer | 2011 | 800,000 | 4,602,500 | 776,290 | 83,230 | 6,262,020 | ||||||||||||||||||
Bruce E. Gross | 2013 | 650,000 | 1,130,877 | 1,350,500 | 33,260 | 3,164,637 | ||||||||||||||||||
Vice President and | 2012 | 650,000 | 1,166,250 | 780,000 | 37,521 | 2,633,771 | ||||||||||||||||||
Chief Financial Officer | 2011 | 650,000 | 1,380,750 | 530,197 | 32,830 | 2,593,777 | ||||||||||||||||||
Mark Sustana | 2013 | 400,000 | 551,792 | 600,000 | 15,160 | 1,566,952 | ||||||||||||||||||
Secretary and | 2012 | 360,000 | 466,500 | 302,400 | 16,859 | 1,145,759 | ||||||||||||||||||
General Counsel | 2011 | 352,846 | 552,300 | 205,553 | 16,335 | 1,127,034 | ||||||||||||||||||
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | |||||||||||||||||||
Stuart Miller | 2016 | 1,000,000 | - | 4,780,880 | 13,435,580 | 8,943 | 19,225,403 | |||||||||||||||||||
Chief Executive Officer | 2015 | 1,000,000 | - | 5,096,000 | 11,805,133 | 8,560 | 17,909,693 | |||||||||||||||||||
| 2014 | 1,000,000 | - | 4,360,720 | 12,540,413 | 8,410 | 17,909,543 | ||||||||||||||||||||
Rick Beckwitt | 2016 | 800,000 | - | 3,999,390 | 12,360,734 | 28,937 | 17,189,061 | |||||||||||||||||||
President | 2015 | 800,000 | - | 4,263,000 | 10,922,090 | 28,560 | 16,013,650 | |||||||||||||||||||
| 2014 | 800,000 | - | 3,647,910 | 11,537,180 | 28,410 | 16,013,500 | ||||||||||||||||||||
Jonathan M. Jaffe | 2016 | 800,000 | - | 2,275,515 | 12,360,734 | 28,942 | 15,465,191 | |||||||||||||||||||
Vice President and Chief | 2015 | 800,000 | - | 2,425,500 | 11,187,215 | 28,560 | 14,441,275 | |||||||||||||||||||
Operating Officer | 2014 | 800,000 | - | 2,075,535 | 11,537,180 | 77,400 | 14,490,115 | |||||||||||||||||||
Bruce Gross | 2016 | 650,000 | 180,525(4) | 1,838,800 | 2,344,475 | 17,343 | 5,031,143 | |||||||||||||||||||
Vice President and Chief | 2015 | 650,000 | - | 1,960,000 | 2,206,152 | 16,960 | 4,833,112 | |||||||||||||||||||
Financial Officer | 2014 | 650,000 | 129,874 | 1,174,040 | 1,546,506 | 16,810 | 3,517,230 | |||||||||||||||||||
Mark Sustana | 2016 | 450,000 | 284,635(4) | 873,430 | 490,365 | 8,936 | 2,107,366 | |||||||||||||||||||
Secretary and General | 2015 | 450,000 | 32,400 | 931,000 | 642,600 | 8,560 | 2,064,560 | |||||||||||||||||||
Counsel | 2014 | 400,000 | 141,461 | 587,020 | 458,539 | 8,410 | 1,595,430 | |||||||||||||||||||
| (1) | The amounts in these columns do not reflect compensation actually received by the named executive officer nor do they reflect the actual value that will be recognized by the named executive officer. Instead the amounts reflect the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions regarding the restricted stock awards, refer to Note |
| (2) | The amounts reported in this column reflect cash incentive compensation earned |
| (3) | All other compensation consists of |
Name | Year | Dividends($) | Car Allowance /Lease Payments($) | Personal Use of Aircraft($)* | 401K Match($) | Term Life Insurance($) | Long-Term Disability Insurance($) | Total All Other Compensation ($) | Year | Car Allowance / Lease Payments($) | 401K Match($) | Term Life Insurance ($) | Long-Term Disability Insurance($) | Total All Other Compensation ($) | ||||||||||||||||||||||||||||||||||||
Stuart A. Miller | 2013 | 91,500 | - | 28,900 | 7,650 | 297 | 313 | 128,660 | ||||||||||||||||||||||||||||||||||||||||||
Stuart Miller | 2016 | - | 7,950 | 742 | 251 | 8,943 | ||||||||||||||||||||||||||||||||||||||||||||
Rick Beckwitt | 2013 | 57,300 | 20,000 | 22,300 | 7,650 | 297 | 313 | 107,860 | 2016 | 20,000 | 7,950 | 742 | 245 | 28,937 | ||||||||||||||||||||||||||||||||||||
Jonathan M. Jaffe | 2013 | 48,900 | 20,000 | 8,900 | 7,650 | 297 | 313 | 86,060 | 2016 | 20,000 | 7,950 | 742 | 250 | 28,942 | ||||||||||||||||||||||||||||||||||||
Bruce E. Gross | 2013 | 16,600 | 8,400 | - | 7,650 | 297 | 313 | 33,260 | ||||||||||||||||||||||||||||||||||||||||||
Bruce Gross | 2016 | 8,400 | 7,950 | 742 | 251 | 17,343 | ||||||||||||||||||||||||||||||||||||||||||||
Mark Sustana | 2013 | 6,900 | - | - | 7,650 | 297 | 313 | 15,160 | 2016 | - | 7,950 | 742 | 244 | 8,936 | ||||||||||||||||||||||||||||||||||||
The following table provides information about cash(non-equity) and equity incentive compensation awarded to our named executive officers inwith regard to fiscal 2013.2016. The cash and restricted stock awards were granted under Lennar’s 2012 Incentive Compensation Plan and 2007the restricted stock awards were granted under Lennar’s 2016 Equity Plan respectively, which are discussed in greater detail in this proxy statement under the caption “Compensation Discussion and Analysis.”
Name | Type of Award | Grant Date | Estimated Possible Payouts Under Incentive Plan Awards | Estimated Possible Payouts Under Equity Incentive Plan Awards Target (#) | All other stock awards: Number of Shares of Stock (#) | Grant date fair value of stock awards ($) | ||||||||||||||||||||||||||||||||
| Target($) | Maximum($) | |||||||||||||||||||||||||||||||||||||
Stuart | AIC | - | 13,435,580 | (1) | (1) | - | - | - | ||||||||||||||||||||||||||||||
| PS | 6/22/16 | - | - | |||||||||||||||||||||||||||||||||||
| (5) | - | |||||||||||||||||||||||||||||||||||||
Rick Beckwitt | AIC | - | (1) | (1) | - | - | - | |||||||||||||||||||||||||||||||
| PS | - | (5) | - | |||||||||||||||||||||||||||||||||||
Jonathan M. Jaffe | AIC | - | (1) | (1) | ||||||||||||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||||
| 6/22/16 | - | - | (5) | - | 2,275,515 | ||||||||||||||||||||||||||||||||
Bruce Gross | AIC | - | 2,344,475 | (2) | (2) | - | - | - | ||||||||||||||||||||||||||||||
| RS | - | - | (6) | |||||||||||||||||||||||||||||||||||
Mark Sustana | AIC | - | 450,000 | (3) | 675,000 | (3) | - | |||||||||||||||||||||||||||||||
| PS | 6/22/16 | - | - | 873,430 | ||||||||||||||||||||||||||||||||||
AIC – Annual Incentive Compensation
PS – Performance Shares, shares of restricted stock earned based on achievement of company-wide operational and financial performance goals and which vest in equal installments over three years
RS – Service-Based Restricted Shares, shares of restricted stock which vest in equal installments over three years
| (1) | Amounts in the Target column reflect the |
| (2) | Mr. Gross |
| (3) | Mr. Sustana had the opportunity to earn a target award of up to 100% of base salary based on personal performance, and to receive an additional cash bonus of up to 50% of the target award based on our achievement of between 100% and 110% of our forecasted Pretax Income. The amount paid to Mr. Sustana with regard to fiscal 2016 was $490,365 and is reflected in theNon-Equity Incentive Plan Compensation column of the Summary Compensation Table. There was no threshold. Mr. Sustana also received a cash bonus of $284,635 that is not reflected in the table because it was not awarded under an incentive plan. |
| (4) | No threshold or maximum amounts were established for the equity incentive awards for Messrs. Miller, Beckwitt, Jaffe or |
| (5) | The performance shares would be earned if the Company achieved at least three of |
| (6) | The shares of restricted stock granted to the named executive officer will vest in three equal annual installments |
| (7) | The grant date fair value of the restricted stock awards was calculated in accordance with FASB ASC Topic 718, based on the closing price of our Class A common stock on the date of grant, which was $45.97 on June 22, 2016. |
Outstanding Equity Awards at FiscalYear-End
The following table provides information concerning shares of restricted Class A common stock forheld by each named executive officer outstanding as ofat the end of the fiscal year ended November 30, 2013.2016. Each grant of restricted stock is shown separately for each named executive officer.
| Name | Stock Award Grant Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(4) | ||||||||||||
Stuart A. Miller | 11/30/2011 | 125,000 | (1) | 4,470,000 | |||||||||||
| 7/2/2012 | 133,334 | (2) | 4,768,024 | ||||||||||||
| 7/15/2013 | 120,000 | (3) | 4,291,200 | ||||||||||||
|
|
|
| ||||||||||||
| 378,334 | 13,529,224 | ||||||||||||||
|
|
|
| ||||||||||||
Rick Beckwitt | 11/30/2011 | 62,500 | (1) | 2,235,000 | |||||||||||
| 7/2/2012 | 116,667 | (2) | 4,172,012 | ||||||||||||
| 7/15/2013 | 100,000 | (3) | 3,576,000 | ||||||||||||
|
|
|
| ||||||||||||
| 279,167 | 9,983,012 | ||||||||||||||
|
|
|
| ||||||||||||
Jonathan M. Jaffe | 11/30/2011 | 62,500 | (1) | 2,235,000 | |||||||||||
| 7/2/2012 | 83,334 | (2) | 2,980,024 | ||||||||||||
| 7/15/2013 | 57,000 | (3) | 2,038,320 | ||||||||||||
|
|
|
| ||||||||||||
| 202,834 | 7,253,344 | ||||||||||||||
|
|
|
| ||||||||||||
Bruce E. Gross | 11/30/2011 | 18,750 | (1) | 670,500 | |||||||||||
| 7/2/2012 | 25,000 | (2) | 894,000 | ||||||||||||
| 7/2/2013 | 32,320 | (3) | 1,155,763 | ||||||||||||
|
|
|
| ||||||||||||
| 76,070 | 2,720,263 | ||||||||||||||
|
|
|
| ||||||||||||
Mark Sustana | 11/30/2011 | 7,500 | (1) | 268,200 | |||||||||||
| 7/2/2012 | 10,000 | (2) | 357,600 | ||||||||||||
| 7/2/2013 | 15,770 | (3) | 563,935 | ||||||||||||
|
|
|
| ||||||||||||
| 33,270 | 1,189,735 | ||||||||||||||
|
|
|
| ||||||||||||
| Name | Stock Award Grant Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested($)(4) | |||||||||
Stuart Miller | 7/2/2014 | 34,667 | (1) | 1,474,734 | ||||||||
| 6/23/2015 | 69,334 | (2) | 2,949,468 | |||||||||
| 6/22/2016 | 104,000 | (3) | 4,424,160 | |||||||||
|
|
|
| |||||||||
| 208,001 | 8,848,362 | |||||||||||
|
|
|
| |||||||||
Rick Beckwitt | 7/2/2014 | 29,000 | (1) | 1,233,660 | ||||||||
| 6/23/2015 | 58,000 | (2) | 2,467,320 | |||||||||
| 6/22/2016 | 87,000 | (3) | 3,700,980 | |||||||||
|
|
|
| |||||||||
| 174,000 | 7,401,960 | |||||||||||
|
|
|
| |||||||||
Jonathan M. Jaffe | 7/2/2014 | 16,500 | (1) | 701,910 | ||||||||
| 6/23/2015 | 33,000 | (2) | 1,403,820 | |||||||||
| 6/22/2016 | 49,500 | (3) | 2,105,730 | |||||||||
|
|
|
| |||||||||
| 99,000 | 4,211,460 | |||||||||||
|
|
|
| |||||||||
Bruce Gross | 7/2/2014 | 9,334 | (1) | 397,068 | ||||||||
| 6/23/2015 | 26,667 | (2) | 1,134,414 | |||||||||
| 6/22/2016 | 40,000 | (3) | 1,701,600 | |||||||||
|
|
|
| |||||||||
| 76,001 | 3,233,082 | |||||||||||
|
|
|
| |||||||||
Mark Sustana | 7/2/2014 | 4,667 | (1) | 198,534 | ||||||||
| 6/23/2015 | 12,667 | (2) | 538,854 | |||||||||
| 6/22/2016 | 19,000 | (3) | 808,260 | |||||||||
|
|
|
| |||||||||
| 36,334 | 1,545,648 | |||||||||||
|
|
|
| |||||||||
| (1) | The restricted stock will vest on |
| (2) | The restricted stock will vest in two equal installments on |
| (3) | The restricted stock will vest in three equal installments on |
| (4) | The market value of the restricted stock is calculated by multiplying the closing price of Lennar’s Class A common stock on November |
Option Exercises and Stock Vested
The following table provides information concerning exercises of stock options for Class A common stock and vesting of restricted Class A common stock and the value realized on exercise of such stock options and vesting of restricted stock on an aggregated basis during the fiscal year ended November 30, 20132016 for each of the named executive officers.
| Option Awards | Stock Awards | |||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | ||||||||||||
Stuart A. Miller | - | - | 316,666 | 11,272,643 | ||||||||||||
Rick Beckwitt | 144,187 | (3) | 4,045,990 | (3) | 183,333 | 6,511,072 | ||||||||||
Jonathan M. Jaffe | 150,000 | (4) | 3,171,000 | (4) | 166,666 | 5,927,893 | ||||||||||
Bruce E. Gross | - | - | 50,000 | 1,778,375 | ||||||||||||
Mark Sustana | - | - | 20,000 | 711,350 | ||||||||||||
| Stock Awards | ||||||||
Name | Number of Shares Vesting (#)(1) | Value Realized on Vesting ($)(2) | ||||||
Stuart Miller | 109,333 | 5,075,238 | ||||||
Rick Beckwitt | 91,334 | 4,239,724 | ||||||
Jonathan M. Jaffe | 52,000 | 2,413,840 | ||||||
Bruce Gross | 33,440 | 1,552,285 | ||||||
Mark Sustana | 16,257 | 754,650 | ||||||
| (1) | Of these amounts, shares were withheld to cover tax withholding obligations as follows: Mr. Miller, |
| (2) | Calculated based on the closing market price of Lennar’s Class A common stock |
Potential Payments Upon Termination orChange-in-Control
Our executive officers do not have employment agreements. Consequently the only payments and benefits that our officers would receive upon a change in control would be the benefit resulting from the acceleration of the vesting of their unvested restricted stock.
Pursuant to the 2007 Equity Plan and the 2016 Equity Plan, unvested restricted stock that was granted on or before November 30, 2011 will vest immediately upon a Change in Control. In addition, unvested restricted stock granted after November 30, 2011 will vest if and when there is a Change in Control and, within twenty-four months after the Change in Control, (i) Lennar terminates the employment of the executive without Cause, or (y)(ii) the executive terminates his employment bywith Lennar for Good Reason. The value of this acceleration as ofif it had occurred on November 30, 20132016 is set forth in the table below.below:
Name | Payments Upon a Change in Control ($)(1) | Payments Upon Termination for “Good Reason” or “without Cause” within 24 months after a Change in Control ($)(1) | ||||||
Stuart A. Miller | 4,470,000 | 13,529,224 | ||||||
Rick Beckwitt | 2,235,000 | 9,983,012 | ||||||
Jonathan M. Jaffe | 2,235,000 | 7,253,344 | ||||||
Bruce E. Gross | 670,500 | 2,720,263 | ||||||
Mark Sustana | 268,200 | 1,189,735 | ||||||
Name | Value of Acceleration as of November 30, 2016 ($)(1) | |||
Stuart Miller | 8,848,362 | |||
Rick Beckwitt | 7,401,960 | |||
Jonathan M. Jaffe | 4,211,460 | |||
Bruce Gross | 3,233,082 | |||
Mark Sustana | 1,545,648 | |||
| (1) | The value of the accelerated restricted stock is calculated by multiplying the closing price of Lennar’s Class A common stock on November |
The definitions of “Change in Control,” “Cause” and “Good Reason” pursuant to the 20072016 Equity Plan are below:below, and are substantially similar to the same definitions in the 2007 Equity Plan.
“Change in Control” means (i) a sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of our assets to any person or group of related persons (as that term is defined for purposes of Section 13(d) of the Exchange Act) (a “Group”), other than a transaction with a majority owned subsidiary of ours or a transaction in which the common stock that is outstanding immediately before the transaction constitutes, or entitles the holders to receive, a majority of the shares of the purchaser that are outstanding immediately after the transaction,transaction; (ii) the approval by the holders of our capital stock of any plan or proposal for the liquidation or dissolution of the Company; (iii) the acquisition by any person or Group
group (other than one or more of the wife, the children or the grandchildrenlineal descendants of the late Leonard Miller, or trusts or entities of which they own a majority of the beneficial interests) of beneficial ownership (determined as provided in the rules under Section 13 of the Exchange Act) of more than 50% in voting power of the outstanding common stock; or (iv) a majority of the members of ourthe Board of Directors being persons who were not directorsDirectors on the effective date of the 2007 Equity Planplan and whose election was not approved by a vote of at least a majority of the members of the Board of Directors who either were members of the Board of Directors on the effective date of the 2007 Equity Planplan or whose election, or nomination for election, to the Board of Directors was approved by such a majority.
“Cause” means, unless otherwise provided in the associate’sparticipant’s award agreement, or an employment agreement, if any:the participant’s: (i) engaging in (A) willful or gross misconduct or (B) willful or gross neglect; (ii) repeatedly failing to adhere to the directions of superiors or the Board or ourthe written policies and practices;practices of the Company or its subsidiaries or its affiliates; (iii) the commission of a felony or a crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any crime involving us;the Company or its subsidiaries, or any affiliate thereof; (iv) fraud, misappropriation or embezzlement; (v) a material breach of the associate’sparticipant’s employment agreement (if any) with us;the Company or its subsidiaries or its affiliates; (vi) acts or omissions constituting a material failure to perform substantially and adequately the duties assigned to the associate;participant; (vii) any illegal act detrimental to us;the Company or its subsidiaries or its affiliates; (viii) repeated failure to devote substantially all of the associate’sparticipant’s business time and efforts to usthe Company if required by the terms of the associate’sparticipant’s employment; or (ix) violation of any rule or policy of our rules or policiesthe Company that states that violations may result in termination of employment.employment; provided, however, that, if at any particular time the participant is subject to an effective employment agreement with the Company, then, in lieu of the foregoing definition, “Cause” shall at that time have such meaning with respect to the participant as may be specified in such employment agreement.
“Good Reason” means, with respect to a participant who is an employee of the Company or one or more of its subsidiaries, (i) a reduction in the associate’sparticipant’s base salary (other than a reduction of not greater than 10% that applies to all executives of a comparable level),; (ii) a reduction in the associate’sparticipant’s target cash annual incentive opportunity, oropportunity; (iii) a material reduction in the aggregate value of the associate’sparticipant’s benefits under the employee benefit plans, programs and policies in which the associateparticipant participates; (iv) a material diminution in the associate’sparticipant’s reporting relationship, title or responsibilities,responsibilities; or (v) a requirement by usthe Company or its subsidiary to which the associateparticipant does not consent that the associateparticipant move the principal place of business at or from which the associateparticipant works by more than 50 miles, if such relocation results in an increase in the associate’sparticipant’s daily commute by more than 10 miles each way.
| V. | PROPOSAL 2 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS |
The Audit Committee of the Board of Directors has appointed D&T to continue to serve as our independent registered public accounting firm for the fiscal year ending November 30, 20142017 and the Board has directed that management submit the selection of D&T as Lennar’s independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. D&T has been Lennar’s independent public accounting firm since fiscal 1994.
Neither Lennar’sBy-Laws nor any other governing documents or law require stockholder ratification of the selection of Lennar’s independent registered public accounting firm. However, the Board is submitting the selection of D&T to the stockholders for ratification as a matter of what it believes to be good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of Lennar and its stockholders.
We expect a representative of D&T to attend the Annual Meeting. The representative will have an opportunity to make a statement if he or she desires and also will be available to respond to appropriate questions.
Fees Paid to D&T
The fees billed by D&T, the member firms of Deloitte Touche Tohmatsu Limited, and their respective affiliates for various types of professional services and related expenses during the years ended November 30, 20132016 and 20122015 were as follows:
| Years ended November 30, | ||||||||
Services Provided | 2013 | 2012 | ||||||
Audit Fees (1) | $ | 3,285,000 | $ | 3,037,000 | ||||
Audit-Related Fees(2) | 1,282,000 | 344,000 | ||||||
Tax Fees(3) | 184,000 | 237,000 | ||||||
|
|
|
| |||||
Total | $ | 4,751,000 | $ | 3,618,000 | ||||
|
|
|
| |||||
| Years ended November 30, | ||||||||
Services Provided | 2016 | 2015 | ||||||
Audit Fees(1) | $ | 3,506,000 | $ | 3,661,000 | ||||
Audit-Related Fees(2) | 502,000 | 401,000 | ||||||
Tax Fees(3) | 392,000 | 619,000 | ||||||
|
|
|
| |||||
Total | $ | 4,400,000 | $ | 4,681,000 | ||||
|
|
|
| |||||
| (1) | These professional services included fees associated with (i) the audit of our annual financial statements (Form10-K), and (ii) reviews of our quarterly financial statements (Forms10-Q). |
| (2) | These professional services included fees associated with (i) assistance in |
| (3) | These professional services include fees associated with tax planning, tax compliance services and tax return preparation. |
Pre-Approval Policies and Procedures for Audit and PermittedNon-Audit Services
The Audit Committee has established policies and procedures to requiring that itpre-approve all audit andnon-audit services to be provided by the independent registered public accounting firm to our Company. Under the policy, the Audit Committeepre-approves all services obtained from our independent auditor by category of service, including a review of specific services to be performed and the potential impact of such services on auditor independence. To facilitate the process, the policy delegates authority to one or more of the Audit Committee’s
Audit Committee’s members topre-approve services. The Audit Committee member to whom such authority is delegated must report, for informational purposes only, anypre-approval decisions to the Audit Committee at its next scheduled meeting. Consistent with these policies and procedures, the Audit Committee approved all of the services rendered by D&T during fiscal year 2013.2016.
Recommendation of the Board of Directors
The Board of Directors recommends a vote “FOR” ratification of the appointment of D&T as our independent registered public accounting firm for the 20142017 fiscal year.
Audit Committee Report
Management has the primary responsibility for producing the Company’s financial statements and for implementing the Company’s financial reporting process, including the Company’s system of internal control over financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of the Company’s financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and issuing a report thereon. The Audit Committee’s responsibility is to assistresponsibilities include assisting the Board of Directors in its oversight of the Company’s financial statements. In fulfilling its oversight responsibilities, the Audit Committee reviewed the Company’s audited financial statements for the year ended November 30, 20132016 with management, including a discussion of the quality, not just the acceptability, of accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.
During the course of fiscal 2013,2016, management undertook the testing and evaluation of the Company’s system of internal control over financial reporting in response to the requirements set forth in Section 404 of the Sarbanes-Oxley Act and related regulations. The Audit Committee was kept apprised of the progress of the evaluation and provided oversight and advice to management during the process. In connection with this oversight, the Audit Committee received periodic updates provided by management and Deloitte & Touche LLP at each Audit Committee meeting. At the conclusion of the process, the Audit Committee reviewed the report of management contained in the Company’s Annual Report on Form10-K as amended, for the fiscal year ended November 30, 20132016 that has been filed with the SEC, as well as Deloitte & Touche LLP’s Reports of Independent Registered Public Accounting Firm included in the Company’s Annual Report on Form10-K related to its audits of: (i) the consolidated financial statements and schedule thereto and (ii) the effectiveness of internal control over financial reporting. The Audit Committee continues to oversee the Company’s efforts related to its internal control over financial reporting and management’s preparations for the evaluation in fiscal 2014.2017.
The Audit Committee has discussed with the Company’s independent registered public accounting firm the matters required to be discussed by PCAOB Auditing Standard No. 16,No.16, Communication with Audit Committees, and Rule2-07 of SEC RegulationS-X. The Audit Committee has received and reviewed the written disclosures and the letter from the independent registered public accounting firm required by the PCAOB Ethics and Independence Rule 3526, “Communication with Audit Committee Concerning Independence,” and has discussed with Deloitte & Touche LLP the firm’s independence. The Audit Committee has also considered whether the providing of audit-related and othernon-audit services by Deloitte to the Company is compatible with maintaining the firm’s independence.
The Audit Committee has evaluated the independent registered public accounting firm’s role in performing an independent audit of the Company’s financial statements in accordance with the standards of the PCAOB and applicable professional and firm auditing standards, including quality control standards. The Audit Committee has received assurances from the independent registered public accounting firm that the audit was subject to its quality control system for its accounting and auditing practice in the United States. The independent registered public accounting firm has further assured the Audit Committee that its engagement was conducted in compliance with professional standards and that there was appropriate continuity of personnel working on the audit and availability of national office consultation to conduct the relevant portions of the audit.
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors and the Company’s management that the audited financial statements be included in the Annual Report on Form10-K for the Company’s fiscal year ended November 30, 20132016 that was filed with the Securities and Exchange Commission. By recommending to the Board of Directors and the Company’s management that the audited financial statements be so included, the Audit Committee iswas not opining on the accuracy, completeness or presentation of the information contained in the audited financial statements.
The Audit Committee
Sherrill W. Hudson, Chairperson
Irving Bolotin
Steven L. Gerard
R. Kirk LandonTig Gilliam
Armando Olivera
February 19, 201421, 2017
Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Exchange Act, or any future filings that might incorporate future filings, including this proxy statement, in whole or in part, the Compensation Committee Report and the Audit Committee Report may not be incorporated by reference to this proxy statement.
| VI. | PROPOSAL 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION |
TheSection 14A of the Exchange Act, which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, (known as the Dodd-Frank Act) requires us to provide our stockholders with the opportunity to approve, on a nonbinding,non-binding, advisory basis, the compensation of our named executive officers. We provide our stockholders with the opportunity to cast an annual advisory vote on the compensation of our named executive officers as disclosed above in the Compensation Discussion and Analysis, the compensation tables and the narrative disclosures that accompany those tables. At our 20132016 annual meeting, approximately 85%93% of the votes cast supported the Say on Pay proposal. At the 20142017 Annual Meeting, we are asking our stockholders to approve, on an advisory basis, the 20132016 compensation of our named executive officers as disclosed in this proxy statement.
We encourage stockholders to review the Compensation Discussion and Analysis, the compensation tables and the related narrative disclosuredisclosures on pages 1819 to 36.38. We believe that the success of our Company is attributable in substantial part to our talented and committed executives. Therefore, the compensation of our NEOs is designed to enable us to retain, motivate and recruit high-quality, experienced executives who can help us achieve our short- and long-term corporate goals and strategies. We believe that our executive compensation program strikes the appropriate balance between utilizing responsible, measured pay practices and effectively incentivizing our executives to dedicate themselves fully to value creation for our stockholders. This balance is evidenced by the following:
In addition, we maintain strong corporate governance practices regarding executive compensation:
On the basis of the information in the Compensation Discussion and Analysis, the compensation tables and the related narrative disclosure on pages 1819 to 3638 of this proxy statement, we are requesting that our stockholders vote on the following resolution:
RESOLVED, that the stockholders of Lennar Corporation approve, on ananon-binding, advisory basis, the compensation of Lennar’s named executive officers, as described in the Compensation Discussion and Analysis, section, the tabular disclosures regarding such compensation, and the accompanying narrative disclosures, set forth in Lennar’s 20142017 Annual Meeting proxy statement.
Although this Say on Pay vote on executive compensation isnon-binding, the Board and the Compensation Committee will review the results of the vote and will take into account the outcome of the vote when determining future executive compensation arrangements.
Recommendation of the Board of Directors
The Board of Directors recommends a vote “FOR” adoption of the resolution approving the compensation of our named executive officers.
| VII. | PROPOSAL 4 — ADVISORY VOTE ON FREQUENCY OF VOTE ON EXECUTIVE COMPENSATION |
Section 14A of the Exchange Act, which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires us to provide our stockholders with the opportunity to vote, on anon-binding, advisory basis, on whether the advisory vote on executive compensation should occur every one year, two years or three years. You have the option to vote for any of the three options, or to abstain from casting a vote.
The Board believes that a frequency of “every one year” for the vote on executive compensation is the best approach for Lennar. Since 2011, Lennar has been providing its stockholders with the opportunity to cast an annual advisory vote on the compensation of our named executive officers. We believe that an annual vote cycle allows stockholders to provide, on a regular basis, input on our compensation program design.
The vote that is the subject of this Proposal will not be binding upon us or upon our Board. Accordingly, even if a majority of the votes cast by our stockholders are cast in favor of having votes on executive officer compensation be less frequent than every one year, our Board will not necessarily cause us to reduce the frequency of those votes. Nonetheless, if the vote on how frequently the stockholders should vote on executive compensation indicates a clear stockholder preference for voting less frequently than every one year, the Board would consider that in deciding whether to change its decision to have a vote on executive officer compensation every one year.
RESOLVED, that the stockholders of Lennar determine, on anon-binding, advisory basis, that the frequency with which the stockholders of Lennar shall have anon-binding, advisory vote on the compensation of Lennar’s named executive officers should be:
Choice 1 - every three years; |
Choice 2 - every two years; |
Choice 3 - every one year; or |
Choice 4 - abstain from voting. |
Recommendation of the Board of Directors
The Board of Directors recommends a vote “FOR” having an advisory vote on executive compensation every one year.
| VIII. | PROPOSAL 5 — GIVE EACH SHARE AN EQUAL VOTE |
We have received the following stockholder proposal from John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278. Mr. Chevedden has represented that he will meet SEC Rule14a-8 requirements, including the requirement that he will continually own the required market value of our stock until after the date of the Meeting. We have copied the text of the proposal (including title and stockholder-supplied emphasis) and the stockholder’s supporting statement as it was provided to us by the stockholder. Following the proposal we provide the Board’s recommendation to vote “AGAINST” the proposal.
Proposal 5 — Give Each Share An Equal Vote
RESOLVED: Shareholders request that our Board take steps to ensure that all of our company’s outstanding stock hasone-vote per share in each voting situation. This would encompass all practicable steps including encouragement and negotiation with shareholders, who have more than one vote per share, to request that they relinquish, for the common good of all shareholders, any preexisting rights, if necessary.
This proposal is not intended to unnecessarily limit our Board’s judgment in crafting the requested change in accordance with applicable laws and existing contracts. This proposal is important because certain shares havesuper-sized voting power with10-votes per share compared toone-vote per share for other shareholders. Without an equal voice, shareholders cannot hold management accountable.
The 2016 edition of this proposal topic won 158 millionyes-votes at our company. Also, the 2016 proposal on this topic, submitted to Ford Motor, won theall-time highest support for any Ford shareholder proposal—1.7 Billionyes-votes.
Please vote to protect shareholder value:
Give Each Share An Equal Vote — Proposal 5
Board’s Statement in Opposition to Stockholder Proposal
The Board opposes the proposal. The only difference between our two classes of common stock is that the Class A common stock has one vote per share while the Class B common stock has ten votes per share. This dual class voting structure has twice been approved by our stockholders—once in 1987 when they initially authorized us to issue multiple voting Class B common stock, and again in 2003 when they approved an increase in the number of shares of Class B common stock we could issue and changes to the terms of the Class B common stock that enabled it to be listed on the New York Stock Exchange. The Board originally believed this voting structure had value, and our Board continues to believe this voting structure benefits Lennar.
Recommendation of the Board of Directors
The Board of Directors recommends a vote “AGAINST” this proposal.
| IX. | SECURITY OWNERSHIP |
Security Ownership of Officers and Directors
The following table shows beneficial ownership information as of February 14, 201421, 2017 for (1) each of our current Directors, (2) each of theour “named executive officers” who are listed in the “Summary Compensation Table” and (3) all of our current Directors and executive officers as a group. As of February 14, 2014,21, 2017, we had 173,113,794203,160,520 shares of Class A common stock and 31,303,195 shares of Class B common stock outstanding.
| Class A Common Stock | Class B Common Stock | |||||||||||
Name | Number Of Shares Beneficially Owned(1) (2) | Percent Of Class | Number Of Shares Beneficially Owned(3) | Percent Of Class | ||||||||
| Rick Beckwitt | 1,003,291 | * | - | * | ||||||||
| Irving Bolotin | 82,997 | * | 15,288 | * | ||||||||
| Steven L. Gerard | 28,337 | * | 850 | * | ||||||||
| Tig Gilliam | 15,699 | * | - | * | ||||||||
| Bruce E. Gross | 521,224 | * | 60,582 | * | ||||||||
| Sherrill W. Hudson | 22,000 | * | 5,000 | * | ||||||||
| Jonathan M. Jaffe | 944,677 | * | 37,821 | * | ||||||||
| R. Kirk Landon | 58,300 | * | 22,380 | * | ||||||||
| Sidney Lapidus | 119,659 | * | 39,996 | * | ||||||||
| Teri McClure | 5,133 | * | - | * | ||||||||
| Stuart A. Miller(4). | 1,628,014 | * | 21,408,107 | 68.4% | ||||||||
| Jeffrey Sonnenfeld | 24,845 | * | - | * | ||||||||
| Mark Sustana | 143,904 | * | - | * | ||||||||
| All current directors and executive officers as a group (15 persons)(5) | 4,908,138 | 2.8% | 21,597,983 | 69% | ||||||||
| Class A Common Stock | Class B Common Stock | |||||||||||
Name | Number Of Shares Beneficially Owned (1) (2) | Percent Of Class | Number Of Shares Beneficially Owned(3) | Percent Of Class | ||||||||
| Rick Beckwitt | 1,110,679 | * | - | * | ||||||||
| Irving Bolotin | 29,283 | * | 3,334 | * | ||||||||
| Steven L. Gerard | 35,432 | * | 850 | * | ||||||||
| Tig Gilliam | 22,119 | * | - | * | ||||||||
| Bruce Gross | 582,884 | * | 60,582 | * | ||||||||
| Sherrill W. Hudson | 28,000 | * | 5,000 | * | ||||||||
| Jonathan M. Jaffe | 531,805 | * | 37,825 | * | ||||||||
| Sidney Lapidus | 128,159 | * | 39,996 | * | ||||||||
| Teri McClure | 14,253 | * | - | * | ||||||||
| Stuart Miller(4) | 1,462,596 | * | 21,408,132 | 68.4% | ||||||||
| Armando Olivera | 7,535 | * | - | * | ||||||||
| Donna Shalala | 3,651 | * | - | * | ||||||||
| Jeffrey Sonnenfeld | 32,572 | * | - | * | ||||||||
| Mark Sustana | 178,345 | * | - | * | ||||||||
| All current directors and executive officers as a group (16 persons)(5) | 4,524,407 | 2.2% | 21,563,678 | 68.9% | ||||||||
* Less than 1% of outstanding shares.
Except as otherwise indicated, theThe address of each person named in this table is c/o Lennar Corporation, 700 NW 107th Avenue, Miami, Florida 33172. To the best of our knowledge, except as otherwise indicated, the persons named in this table have sole voting and investment power with respect to all the shares of common stock shown as beneficially owned by them.
| (1) | In determining the number and percentage of shares beneficially owned by each person, shares that may be acquired by |
Name | Number of Shares Issuable Pursuant to Options Exercisable | |||
Irving Bolotin | 5,000 | |||
Steven L. Gerard | 2,500 | |||
Tig Gilliam | 5,000 | |||
Sherrill W. Hudson. | 5,000 | |||
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Sidney Lapidus | 5,000 | |||
Teri McClure | 5,000 | |||
Armando Olivera | 3,075 | |||
Jeffrey Sonnenfeld | 5,000 | |||
| (2) | Includes shares held through a trust or an ESOP, as follows: Mr. Beckwitt, 17,382 shares held in family trusts; Mr. Bolotin, 8,125 shares held in a GRAT; Mr. Gross, 225,000 shares held in family trusts and 1,737 shares held in trust for a |
| child; Mr. Jaffe, 387,623 shares held in a family trust, 2,591 shares held in an ESOP and 93,329 shares held by the Jaffe Family Foundation; Mr. Lapidus, 26,893 shares held in a GRAT; and Mr. Miller, 18,825 held in an ESOP. Includes shares pledged as collateral for borrowings as follows: Mr. Beckwitt, 800,000 shares; Mr. Gross, 125,601 shares; Mr. Jaffe, 359,496 shares; Mr. Miller, 903,400 shares; and Mr. Sustana, 142,011 shares. |
| (3) | Includes shares held through a trust or an ESOP, as follows: |
| (4) | Mr. Miller has shared voting and investment power with respect to |
| (5) | Includes |
Each outstanding share of Class A common stock entitles the holder to one vote and each outstanding share of Class B common stock entitles the holder to ten votes. As of February 14, 2014,21, 2017, Mr. Miller had the power to cast 215,709,084215,543,916 votes, which is 44.4%41.8% of the combined votes that could be cast by all the holders of Class A common stock and Class B common stock, and all of our directors and executive officers as a group had the power to cast 221,868,777220,161,187 votes, which is 45.6%42.7% of the combined votes that could be cast by all the holders of Class A common stock and Class B common stock.
SecurityOwnership of Principal Stockholders
The following table shows stock ownership information as of February 14, 201421, 2017 with respect to each of our stockholders who is known by us to be a beneficial owner of more than 5% of either class of our outstanding common stock. To the best of our knowledge, and except as otherwise indicated, the persons named in this table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.
Name | Title of Class | Amount and Nature of Beneficial Ownership | Percent Of Class(1) | |||
Stuart A. Miller 700 Northwest 107th Avenue Miami, FL 33172 | Class B Common Stock | 68.4% | ||||
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The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | Class A Common Stock | |||||
| Class A Common Stock | |||||
| Class A Common Stock | |||||
| (1) | Percent of Class is determined based on the total issued and outstanding shares of the applicable class on February |
| (2) | Mr. Miller, his brother and his sister are trustees and beneficiaries of trusts that directly or indirectly hold substantial limited partner interests in two partnerships (Mr. Miller, his brother and sister also directly own minor limited partnership interests in the two partnerships), which together own 21,204,314 of the shares of Class B common stock reflected in this table. Mr. Miller is the sole officer and the sole director of the corporation that owns the general partner interests in the partnerships and Mr. Miller has sole voting and dispositive power over these shares. Because of that, Mr. Miller is shown as the beneficial owner of the shares held by the partnerships, even though he has only a limited pecuniary interest in those shares. In addition, Mr. Miller has shared voting and investment power with respect to 104,262 of the shares of Class B common stock reflected in this table. |
| (3) | Based on |
| Based on Amendment No. |
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| (5) | Based on Schedule 13G filed on January 13, 2017. Eminence Capital, LP has shared voting and shared dispositive power with respect to |
| OTHER MATTERS |
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC and the NYSE reports of ownership and changes in ownership of our Class A common stock and Class B common stock. Executive officers, directors and greater than 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
Based on the review of copies of such reports furnished to us and written representations by our directors and officers that no other reports by them were required, we believe that, during the 20132016 fiscal year, our executive officers, directors and greater than 10% beneficial owners complied with all Section 16(a) filing requirements applicable to them, except that (i) due to administrative error, a Form 4 reporting a gift was filed late for Mr. Jaffe, and (ii) Mr. Beckwitt’sBolotin’s Section 16 reports did not accuratelytimely report his beneficial ownershipthe sale to Mr. Bolotin’s daughters for estate planning purposes of trustsinterests in which he gifteda limited partnership owned by Mr. Bolotin that holds 63,274 shares for the benefit of his family.Class A common stock and 11,954 shares of Class B common stock.
Stockholder Proposals for 20152018 Annual Meeting
Stockholder proposals should be sent to the Office of the General Counsel at Lennar Corporation, 700 Northwest 107th Avenue, Miami, Florida 33172. To be considered for inclusion in Lennar’s proxy statement for the 2015 annual meeting2018 Annual Meeting of stockholders,Stockholders, the deadline for submission of stockholder proposals, pursuant to Rule14a-8 of the Exchange Act, is October 30, 2014.November 7, 2017. Additionally, pursuant to ourBy-Laws, Lennar must receive notice of any stockholder proposal, including the nomination of any stockholder candidates for the Board, to be submitted at the 2015 annual meeting2018 Annual Meeting of stockholders,Stockholders, but not required to be included in our proxy statement, no earlier than December 10, 201419, 2017 and no later than January 9, 2015.18, 2018. OurBy-Laws and our NCG Committee Charter set forth the information that is required in a written notice of a stockholder proposal.
List of Stockholders Entitled to Vote at the Annual Meeting
The names of stockholders of record entitled to vote at the Annual Meeting will be available at our corporate office for a period of 10 days prior to the Annual Meeting and continuing through the Annual Meeting.
Expenses Relating to this Proxy Solicitation
We will pay all expenses relating to this proxy solicitation. In addition to this solicitation by mail, ourOur officers, directors, and employees may solicit proxies by telephone or personal call without extra compensation for that activity. We also expect towill reimburse banks, brokers and other persons for reasonableout-of-pocket expenses in forwarding proxy materials to beneficial owners of our stock and obtaining the proxies offrom those owners.
Communication with Lennar’s Board of Directors
Anyone who wishes to communicate with our Board of Directors, a committee of the Board, the independent Directors as a group or any member of the Board, may send correspondence to the Office of the General Counsel at Lennar Corporation, 700 Northwest 107th Avenue, Miami, Florida 33172. The General Counsel will compile and submit on a periodic basis all stockholder correspondence to the entire Board of Directors, or, if and as designated in a particular communication, to a committee of the Board, the independent Directors as a group or an individual Director, as applicable.
As set forth in our Code of Business Conduct and Ethics, we require our associates to maintain the highest level of integrity in their dealings on behalf of our Company and its subsidiaries. We are dedicated to
the utmost ethical standards and through our corporate charters and guidelines, we remain committed and
accountable to our stockholders, associates, customers and the communities in which we operate. Concerns or complaints regarding financial, accounting, auditing, code of conduct or related matters can be submitted by stockholders, associates, customers and any other interested persons, and concerns regarding questionable accounting or auditing matters can be submitted by employees,associates, confidentially and anonymously to the Audit Committee of our Board of Directors in the following manner:
By email to: | lennar@tnwinc.com | |
By telephone to: | 1-800-503-1531 | |
By mail addressed to: | The Network | |
Attention: Lennar Corporation | ||
| 333 Research Court | ||
| Norcross, GA 30092 |
Also, concerns about our operations, our financial reporting, our business integrity, or any other matter related to our Company, can be submitted by anyone to thenon-management directors of our Board of Directors in the following manner:
By email to: | feedback@lennar.com | |
By telephone to: | 1-800-503-1534 |
All communications will automatically be submitted to our Lead Director, who will distribute such communications as appropriate.communications.
We maintain an internet website at www.lennar.com. Copies of the Committee charters of each of the Audit Committee, Compensation Committee and NCG Committee, together with certain other corporate governance materials, including our Code of Business Conduct and Ethics, can be found in the Investor Relations-Corporate Governance section of our website at www.lennar.com, and such information is also available in print to any stockholder who requests it through our Investor Relations department at the address below.
We will furnish without charge to each person whose proxy is being solicited, upon request of any such person, a copy of the fiscal 20132016 Form10-K as amended, as filed with the SEC, including the financial statements and schedules thereto,included in it, but not the exhibits. In addition, suchthat report is available, free of charge, through the Investor Relations-Corporate Governance section of our internet website at www.lennar.com. A request for a copy of suchthe report should be directed to Lennar Corporation, 700 Northwest 107th Avenue, Miami, Florida 33172, Attention: Investor Relations. A copy of any exhibit to the fiscal 20132016 Form10-K as amended, will be forwarded following receipt of a written request with respect to it addressed to Investor Relations.
This year we again have elected to take advantage of the SEC’s rule that allows us to furnish proxy materials to you online. We believe electronic delivery will expedite stockholders’ receipt of materials, while lowering costs and reducing the environmental impact of our Annual Meeting by reducing printing and mailing of full sets of materials. We mailed the Notice of Internet Availability containing instructions on how to access our proxy statement and annual report online on or about February 27, 2014.March 7, 2017. If you would like to receive a paper copy of the proxy materials, the Notice of Internet Availability contains instructions on how to receiveobtain a paper copy.
We have adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders of record who have the same address and last name will receive only one copy of our Notice of Internet Availability, unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. This procedure will reduce our printing costs and postage fees.
If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of the Notice of Internet Availability, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of the Notice of Internet Availability for your household, please contact our transfer agent, Computershare Trust Company, N.A. (in writing: 250 Royall Street, Canton, MA 02021,P.O. Box 30170 College Station, TX 77842, or by telephone: in the U.S., (800) 446-2617;733-5001; outside the U.S., (781) 575-4706).575-2879.
If you participate in householding and wish to receive a separate copy of the Notice of Internet Availability, or if you do not wish to participate in householding and prefer to receive separate copies of the Notice of Internet Availability in the future, please contact Computershare as indicated above. Beneficial stockholders can request information about householding from their nominees.
LENNAR CORPORATION ATTN: LEGAL DEPARTMENT 700 N.W. 107TH AVENUE MIAMI, FL 33172 | VOTE BY INTERNET -www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before thecut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
VOTE BY PHONE -1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before thecut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically viae-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. | |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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| DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
LENNAR CORPORATION
| For All ☐ | Withhold All ☐ | For All Except ☐ |
| To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
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| The Board of Directors recommends you vote | |||||||||||||||||||||||||||
FOR the following: | |||||||||||||||||||||||||||
| 1. | Election of Directors | ||||||||||||||||||||||||||
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| 01) Irving Bolotin 06) Teri P. McClure | |||||||||||||||||||||||||||
02) Steven L. Gerard 07) Stuart Miller | ||||||||||||||||||||||||||
| 03) Theron I. “Tig” Gilliam 08) Armando Olivera | ||||||||||||||||||||||||||
| 04) Sherrill W. Hudson
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09) | |||||||||||||||||||||||||
| 05) Sidney Lapidus 10) Jeffrey Sonnenfeld | |||||||||||||||||||||||||||||||||||
The Board of Directors recommends you vote FOR proposals 2 and | |||||||||||||||||||||||||||||||||||
| Against | Abstain | |||||||||||||||||||||||||||||||||
| 2. | Ratification of the appointment of Deloitte & Touche LLP as Lennar’s independent registered public accounting firm for the fiscal year ending November 30, | ||||||||||||||||||||||||||||||||||
| 3. | Approval, on an advisory basis, of the compensation of Lennar’s named executive officers. | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||||||
| The Board of Directors recommends you vote for the ONE YEAR option in proposal 4: | 1 Year | 2 Years | 3 Years | Abstain | |||||||||||||||||||||||||||||||
| 4. | Approval, on an advisory basis, of the frequency of the stockholder vote on the compensation of Lennar’s named executive officers. | ☐ | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||||||
| The Board of Directors recommends you vote AGAINST proposal 5: | For | Against | Abstain | ||||||||||||||||||||||||||||||||
| 5. | Approval of a stockholder proposal regarding our common stock voting structure. | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||
For address change/comments, mark here (see reverse for instructions). | |||||||||||||||||||||||||||||||||||
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| Please indicate if you plan to attend this meeting. | ☐ | ☐ | |||||||||||||||||||||||||||||||||
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Please sign your name exactly as it appears above. When signing as attorney, executor, administrator, trustee or guardian, please add your title as such. When signing as joint tenants, all parties in the joint tenancy must sign. If a signer is a corporation, please sign in full corporate name by duly authorized officer. | |||||||||||||||||||||||||||||||||||
| Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date | |||||||||||||||||||||||||||
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice, and Proxy Statement and Annual Report are available atwww.proxyvote.com.
M66841-P46263
E18696-P85732
LENNAR CORPORATION THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF LENNAR CORPORATION ANNUAL MEETING OF STOCKHOLDERS ON APRIL 18, 2017 | ||||||||||||||||||||||
The undersigned appoint(s) Stuart
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED
PLEASEMARK,SIGN, | ||||||||||||||||||||||
Address change/comments: | ||||||||||||||||||||||
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(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.) | ||||||||||||||||||||||
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CONTINUED AND TO BE SIGNED ON REVERSE SIDE
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V.1.1
