DEF 14A
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UNITED STATES
SECURITIES AND EXCHANGE
C
OMMISSIO
N
Washington, D.C. 20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.    )
Filed by the Registrant  
Filed by a Party other than the Registrant  
Check the appropriate box:
 
Preliminary Proxy Statement
 
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
 
Definitive Proxy Statement
 
Definitive Additional Materials
 
Soliciting Material pursuant to §
240.14a-12
TAYLOR MORRISON HOME CORPORATION
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
 
No fee required.
 
Fee paid previously with preliminary materials.
 
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(1)
and
0-11.
 
 
 


Table of Contents

LOGO


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LOGO

Scottsdale, Arizona

April 14, 2023

Dear Stockholders:

You are cordially invited to attend the Taylor Morrison Home Corporation 2023 Annual Meeting of Stockholders on Thursday, May 25, 2023 at 8:00 a.m. ET. The 2023 Annual Meeting will be a virtual meeting of stockholders. You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions during the meeting via live audio webcast by visiting www.virtualshareholdermeeting.com/TMHC2023. To participate in the meeting, you must have your 16-digit control number that is shown on your Notice of Internet Availability of Proxy Materials or on your proxy card if you elected to receive proxy materials by mail. You will not be able to attend the 2023 Annual Meeting in person.

Our board of directors has fixed the close of business on March 28, 2023 as the record date for determining those holders of our common stock entitled to notice of, and to vote at, the Annual Meeting of Stockholders and any adjournments or postponements of the Annual Meeting of Stockholders.

The Notice of Annual Meeting of Stockholders and Proxy Statement, both of which accompany this letter, provide details regarding the business to be conducted at the meeting, including proposals for the election of the directors named in this Proxy Statement to serve until the 2024 Annual Meeting of Stockholders (Proposal 1), an advisory vote to approve the compensation of our named executive officers (Proposal 2) and the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 (Proposal 3).

Our board of directors recommends that you vote “FOR” the director nominees named in this Proxy Statement and “FOR” each of Proposals 2 and 3. Each proposal is described in more detail in this Proxy Statement.

Your vote is very important. Please vote your shares promptly, whether or not you expect to attend the meeting. You may vote over the Internet, as well as by telephone, or, if you requested to receive printed proxy materials, by mailing a proxy card or voting instruction form, as applicable.

Sincerely,

 

LOGO

Sheryl D. Palmer

Chairman of the Board of Directors, President and Chief Executive Officer


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TAYLOR MORRISON HOME CORPORATION

4900 N. Scottsdale Road, Suite 2000

Scottsdale, Arizona 85251

Notice of Annual Meeting of Stockholders

To be Held on May 25, 2023

The 2023 Annual Meeting of Stockholders of Taylor Morrison Home Corporation (the “Annual Meeting”) will be held on Thursday, May 25, 2023 at 8:00 a.m. ET. You can attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/TMHC2023. You will need to have your 16-digit control number included on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting. The Annual Meeting will be held for the following purposes:

 

1.

To elect the directors named in this Proxy Statement and nominated by our board of directors to serve until the 2024 Annual Meeting of Stockholders;

 

2.

To conduct an advisory vote to approve the compensation of our named executive officers;

 

3.

To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; and

 

4.

To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements of the Annual Meeting.

Only holders of record of our common stock at the close of business on March 28, 2023 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements of the Annual Meeting.

This Notice of Annual Meeting of Stockholders and Proxy Statement are first being distributed or made available, as the case may be, on or about April 14, 2023.

 

By order of the board of directors,

LOGO

Darrell C. Sherman

Executive Vice President, Chief Legal Officer

and Secretary

Scottsdale, Arizona

April 14, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 25, 2023

THIS PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K ARE AVAILABLE AT: WWW.PROXYVOTE.COM


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  TABLE OF CONTENTS    

 

Table of Contents

 

 

   Page  

Proxy Statement Summary

  

 

i

 

General Information Concerning Proxies and Voting at the Annual Meeting

  

 

1

 

Proposal 1: Election of Directors

  

 

7

 

Corporate Governance

  

 

11

 

Information About Our Board of Directors

  

 

12

 

Board Tenure and Diversity

  

 

14

 

Board Structure and Operations

  

 

15

 

Committees of Our Board of Directors

  

 

18

 

Compensation Committee Interlocks and Insider Participation

  

 

20

 

Corporate Governance Guidelines and Code of Conduct and Ethics

  

 

20

 

Delinquent Section 16(a) Reports

  

 

20

 

Anti-Hedging Policy

  

 

20

 

ESG Report

  

 

20

 

Director Compensation

  

 

22

 

Annual Compensation

  

 

22

 

Deferred Compensation Plan

  

 

22

 

Stock Retention Policy

  

 

23

 

2022 Director Compensation Table

  

 

23

 

Executive Officers

  

 

25

 

Compensation Discussion and Analysis

  

 

26

 

Compensation Committee Report

  

 

40

 

Summary Compensation Table

  

 

41

 

Grants of Plan-Based Awards

  

 

42

 

Outstanding Equity Awards at Fiscal Year-End

  

 

45

 

Option Exercises and Stock Vested Table

  

 

46

 

Potential Payments Upon Termination of Employment or Change in Control

  

 

48

 

CEO Pay Ratio Disclosure

  

 

53

 

Pay Versus Performance Disclosure

  

 

54

 

Proposal 2: Advisory Vote to Approve the Compensation of our Named Executive Officers (Say on Pay)

  

 

58

 

Proposal 3: Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm

  

 

59

 

Audit Committee Report

  

 

61

 

Security Ownership of Certain Beneficial Owners, Directors and Management

  

 

62

 

Certain Relationships and Related Person Transactions

  

 

64

 

Additional Information

  

 

65

 

 

TOC | Taylor Morrison Home Corporation Notice of 2023 Annual Meeting of Stockholders and Proxy Statement


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    PROXY STATEMENT SUMMARY  

 

Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should review all of the information contained in the Proxy Statement before voting.

Annual Meeting of Stockholders

 

Date:

 

Thursday, May 25, 2023

Time:

 

8:00 a.m. ET

Virtual Meeting:

 

This year’s meeting is a virtual stockholders meeting at www.virtualshareholdermeeting.com/TMHC2023.

Record Date:

 

March 28, 2023

Voting:

 

Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote per share.

Proposals and Voting Recommendations

 

      Board
Recommendation
   Page

1. Election of the director nominees named herein

   For    7

2. Advisory vote on the compensation of our named executive officers

   For    58

3. Ratification of the appointment of our independent auditor for fiscal 2023

   For    59

Voting Methods

You can vote in one of four ways:

 

     LOGO

  

Visit www.proxyvote.com to vote VIA THE INTERNET

     LOGO

  

Call 1-800-690-6903 to vote BY TELEPHONE

     LOGO

  

If you received printed proxy materials, sign, date and return your proxy card or voting instruction form, as applicable, in the prepaid enclosed envelope to vote BY MAIL

     LOGO

  

You may also vote ONLINE during the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/TMHC2023 and following the instructions. You will need the 16-digit control number included on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials

To reduce our administrative and postage costs and the environmental impact of the Annual Meeting, we encourage stockholders to vote prior to the meeting via the Internet or by telephone, both of which are available 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on May 24, 2023. Stockholders may revoke their proxies at the times and in the manner described on page 3 of this Proxy Statement.

You will need to have your 16-digit control number included on your Notice of Internet Availability of Proxy Materials or, if you received a printed copy of the proxy materials, your proxy card or the instructions that accompanied your proxy materials to join the Annual Meeting and to vote during the Annual Meeting.

 

Taylor Morrison Home Corporation Notice of 2023 Annual Meeting of Stockholders and Proxy Statement  | i


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    GENERAL INFORMATION  

 

Proxy Statement

For the 2023 Annual Meeting of Stockholders

General Information Concerning Proxies and Voting at the Annual Meeting

 

Why did I receive these proxy materials?

We are providing these proxy materials in connection with the solicitation by the board of directors of Taylor Morrison Home Corporation (the “Company,” “TMHC,” “we,” “us,” or “our”), a Delaware corporation, of proxies to be voted at our 2023 annual meeting of stockholders (the “Annual Meeting”) and at any adjournment or postponement of the Annual Meeting. In accordance with the rules of the Securities and Exchange Commission (“SEC”), on or about April 14, 2023, we sent a Notice of Internet Availability of Proxy Materials (the “Notice) (or, upon your request, will deliver printed versions of these proxy materials) and made available our proxy materials over the Internet to the holders of our common stock as of the close of business on March 28, 2023 (the “Record Date”).

Why is the Annual Meeting being webcast online?

The Annual Meeting will be conducted in an online, virtual format. We are pleased to continue to use the virtual meeting format to facilitate stockholder attendance, voting and questions by leveraging technology to communicate more effectively and efficiently with our stockholders. This format allows stockholders to participate fully from any location, without the cost of travel and will provide the same rights and advantages of a physical meeting. Stockholders will be able to present questions online during the meeting through www.virtualshareholdermeeting.com/TMHC2023, providing our stockholders with the opportunity for meaningful engagement with the Company.

How do I participate in the virtual meeting?

Our Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by live audio webcast. No physical in-person meeting will be held.

To participate in the meeting, you must have your 16-digit control number that is shown on your Notice or, if you received a printed copy of the proxy materials, on your proxy card or the instructions that accompanied your proxy materials. You may access the Annual Meeting by visiting www.virtualshareholdermeeting.com/TMHC2023. You will be able to submit questions during the meeting by typing in your question into the “ask a question” box on the meeting page. Should you require technical assistance, support will be available by dialing 1-800-586-1548 (US) or 1-303-562-9288 (international) during the meeting; these telephone numbers will also be displayed on the meeting webpage.

What information is included in this Proxy Statement?

The information in this Proxy Statement relates to the proposals to be voted on at the Annual Meeting, the voting process, our board of directors and board committees, corporate governance, the compensation of current directors and certain executive officers for the year ended December 31, 2022, and other information.

Who is entitled to vote?

Holders of our common stock at the close of business on the Record Date are entitled to vote at the Annual Meeting. As of the close of business on the Record Date, there were 109,018,669 shares of our common stock outstanding and entitled to vote.

How many votes do I have?

On any matter that is submitted to a vote of our stockholders, holders are entitled to one vote per share of common stock held by them on the Record Date. Holders of our common stock are not entitled to cumulative voting in the election of directors.

 

Taylor Morrison Home Corporation Notice of 2023 Annual Meeting of Stockholders and Proxy Statement  | 1


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  GENERAL INFORMATION    

 

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Most stockholders hold their shares through a bank, broker or other nominee rather than directly in their own name.

If, on the Record Date, your shares were registered directly in your name with our transfer agent, Computershare Limited, then you are a stockholder of record. As a stockholder of record, you may vote online during the Annual Meeting or vote by proxy. Whether or not you plan to virtually attend the Annual Meeting, we urge you to vote prior to the meeting over the Internet, by telephone or by filling out and returning a proxy card by mail to ensure your vote is counted.

If, on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account.

Shares held in your name as the stockholder of record or beneficially in street name may be voted by you, while the polls remain open, at www.virtualshareholdermeeting.com/TMHC2023 during the meeting. You will need the 16-digit control number included on your Notice or, if you received a printed copy of the proxy materials, on your proxy card or the instructions that accompanied your proxy materials in order to be able to enter the meeting and to vote online during the meeting.

Even if you plan to participate in the online meeting, we recommend that you also submit your proxy or voting instructions as described above so that your vote will be counted if you later decide not to participate in the online meeting.

What am I voting on?

We are asking you to vote on the following matters in connection with the Annual Meeting:

 

1.

The election of the directors named in this Proxy Statement and nominated by our board of directors to serve until our annual meeting of stockholders to be held in 2024;

 

2.

An advisory vote to approve the compensation of our named executive officers; and

 

3.

Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

We will also consider any other business that may properly come before the Annual Meeting. At the date of this Proxy Statement, we know of no business that will be brought before the Annual Meeting other than the matters set forth above.

How do I vote?

Vote by Internet

Stockholders of record may submit proxies over the Internet by following the instructions on the Notice or, if you requested printed copies of the proxy materials, the instructions on the printed proxy card. Most beneficial stockholders may vote by accessing the website specified on the voting instruction forms provided by their banks, brokers or other nominees. Please check your voting instruction form for Internet voting availability.

Vote by Telephone

Stockholders of record may submit proxies by telephone or mobile device by dialing (800) 690-6903 and following the recorded instructions. You will need the 16-digit control number included on your Notice or, if you requested printed copies of the proxy materials, the instructions printed on the proxy card in order to vote by telephone. Most beneficial owners may vote using any telephone or mobile device from within the United States by calling the number specified on the voting instruction forms provided by their banks, brokers or other nominees.

 

2 | Taylor Morrison Home Corporation Notice of 2023 Annual Meeting of Stockholders and Proxy Statement


Table of Contents
    GENERAL INFORMATION  

 

Vote by Mail

Stockholders of record may submit proxies by mail by requesting a printed proxy card and completing, signing and dating the printed proxy card and mailing it in the pre-addressed envelopes that will accompany the printed proxy materials. Beneficial owners may vote by completing, signing and dating the voting instruction forms provided by their banks, brokers or other nominees and mailing them in the pre-addressed envelopes accompanying the voting instruction forms.

If you are a stockholder of record and you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by that proxy as recommended by our board of directors. If you are a beneficial owner and you return your signed voting instruction form but do not indicate your voting preferences, please see “What are “broker non-votes”?” regarding whether your bank, broker or other nominee may vote your uninstructed shares on a particular proposal.

Vote Online at the Annual Meeting

All stockholders as of the close of business on the Record Date can vote online at the Annual Meeting. You may vote and submit questions while attending the meeting online via live audio webcast. Shares held in your name as the stockholder of record or beneficially in street name may be voted by you, while the polls remain open, at www.virtualshareholdermeeting.com/TMHC2023 during the meeting. You will need the 16-digit control number included on your Notice or, if you received a printed copy of the proxy materials, on your proxy card or the instructions that accompanied your proxy materials in order to be able to vote and enter the meeting. Even if you plan to attend the Annual Meeting, we recommend that you also vote either by telephone, by Internet or by mail so that your vote will be counted if you decide not to attend.

Will I be able to participate in the virtual meeting on the same basis as I would be able to participate in a live meeting?

The virtual meeting format for the Annual Meeting will enable full and equal participation by all of our stockholders from any place in the world at little to no cost.

We designed the format of the virtual meeting to ensure that our stockholders who attend our Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance stockholder access, participation and communication through online tools. In order to ensure such an experience, we will provide stockholders with the ability to submit appropriate questions real-time via the meeting website, limiting questions to one per stockholder and will answer as many questions submitted in accordance with the meeting rules of conduct as possible in the time allotted for the meeting without discrimination.

Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions regarding personal matters, including those related to employment issues, are not pertinent to meeting matters and therefore will not be answered.

What does it mean if I receive more than one set of materials?

If you receive more than one set of materials, it means that your shares are registered in more than one name or are registered in different accounts. In order to vote all the shares you own, you must either sign and return all of the proxy cards or follow the instructions for any alternative voting procedures on each of the proxy cards or Notices of Internet Availability of Proxy Materials you receive.

What can I do if I change my mind after I vote?

If you are a stockholder of record, you may revoke your proxy at any time before it is exercised at the Annual Meeting by (a) delivering written notice stating that the proxy is revoked, bearing a date later than the proxy, to Taylor Morrison Home Corporation, 4900 N. Scottsdale Road, Suite 2000, Scottsdale, Arizona 85251, Attn: Chief Legal Officer and Secretary, (b) submitting a later-dated proxy relating to the same shares by mail, telephone or the Internet prior to the vote at the Annual Meeting or (c) attending the Annual Meeting and voting online. Stockholders of record may send a request for a new proxy card via e-mail to sendmaterial@proxyvote.com, or follow the instructions provided on the Notice of Internet Availability of Proxy Materials or proxy card to submit a new proxy via the Internet or by telephone.

 

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Stockholders of record may also request a new proxy card by calling 1-800-579-1639. If you are a beneficial stockholder, you may revoke your proxy or change your vote by following the separate instructions provided by your bank, broker or other nominee. To change your vote or revoke your proxy during the Annual Meeting, you must have your 16-Digit control number that is shown on your Notice or, if you received a printed copy of the proxy materials, on your proxy card or the instructions that accompanied your proxy materials.

What constitutes a quorum at the Annual Meeting?

Transaction of business at the Annual Meeting may occur only if a quorum is present. A quorum will be present if at least a majority of the voting power of our outstanding common stock entitled to vote at the meeting is present in person or represented by proxy. Your shares will be counted towards the quorum if you vote by mail, by telephone or through the Internet either before or during the Annual Meeting. Abstentions and shares represented by “broker non-votes” that are present and entitled to vote at the Annual Meeting are counted for purposes of determining a quorum.

If a quorum is not present, it is expected that the Annual Meeting will be adjourned or postponed in order to permit additional time for soliciting and obtaining additional proxies or votes, and, at any subsequent reconvening of the Annual Meeting, all proxies will be voted in the same manner as such proxies would have been voted at the original convening of the Annual Meeting, except for any proxies that have been effectively revoked or withdrawn, as discussed above under the heading “What can I do if I change my mind after I vote?”

What are “broker non-votes”?

A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote the shares on a proposal because the nominee does not have discretionary voting power for a particular item and has not received instructions from the beneficial owner regarding voting. Brokers who hold shares for the accounts of their clients have discretionary authority to vote shares if specific instructions are not given only with respect to “routine” items. If your shares are held by a bank, broker or other nominee on your behalf and you do not instruct the bank, broker or other nominee as to how to vote your shares on Proposals 1 or 2, the bank, broker or other nominee may not exercise discretion to vote on those proposals because these proposals are considered “non-routine” by the New York Stock Exchange (“NYSE”). With respect to Proposal 3 regarding the ratification of the appointment of our independent registered public accounting firm, the bank, broker or other nominee may exercise its discretion to vote for or against that proposal in the absence of your instructions.

 

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What are the voting requirements to elect directors and approve each of the other proposals described in this Proxy Statement?

The table below summarizes the vote required to approve each proposal described in this Proxy Statement, how votes are counted and how our board of directors recommends you vote:

 

     Vote
Required
  Voting
Options(1)
  Board
Recommendation
  Broker
Discretionary
Voting
Allowed
  Impact of
Broker
Non-Vote
  Impact of
Abstain
Vote
Proposal 1: Election of directors   Affirmative vote of a majority of the votes cast in respect of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote on the matter   “FOR”
“AGAINST”
“ABSTAIN”
  “FOR”   NO   NONE   NONE

 

Proposal 2: Advisory vote to approve the compensation of our named executive officers

 

 

Affirmative vote of a majority of shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote on the matter

  “FOR”
“AGAINST”
“ABSTAIN”
  “FOR”   NO   NONE   “AGAINST”

 

Proposal 3: Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023

 

 

Affirmative vote of a majority of shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote on the matter

  “FOR”
“AGAINST”
“ABSTAIN”
  “FOR”   YES(2)   N/A   “AGAINST”

 

 

(1)

If you are a stockholder of record and just sign and submit your proxy card without voting instructions, your shares will be voted “FOR” the director nominees listed herein and on the other proposals as recommended by our board of directors and in accordance with the discretion of the holders of the proxy with respect to any other matters that may be voted upon.

(2)

As this proposal is considered a discretionary matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal. Therefore, there will be no broker non-votes.

Who will count the votes?

Representatives of the Company will act as inspectors of election. Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes.

Who will pay for the cost of this proxy solicitation?

We will bear the cost of the solicitation of proxies from our stockholders. In addition to solicitation by mail, our directors, officers and employees, without additional compensation, may solicit proxies from stockholders by telephone, by electronic communications, including by email, by letter, by facsimile, in person or otherwise. We will request banks, brokers or other nominees to forward copies of the proxy and other soliciting materials to persons for whom they hold shares of our common stock and to request authority for the exercise of proxies. In such cases, upon the request of the banks, brokers and other nominees, we will reimburse such holders for their reasonable expenses.

We will also bear the cost of retaining any proxy solicitation firm, should we choose to retain one. We would expect the expenses associated with retaining any such proxy solicitation firm not to exceed $50,000.

Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice to each of our stockholders (other than those who have previously requested a printed copy of proxy materials) who held our common stock as of the Record Date. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or proxy card (or, for beneficial holders,

 

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the voting instruction form) and request to receive an electronic copy or printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request an electronic copy or printed copy may be found in the Notice and in the proxy card (or, for beneficial holders, in the voting instruction form). In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the costs and environmental impact of the Annual Meeting.

When will we announce the results of the voting?

We expect to announce the final voting results by filing a Current Report on Form 8-K within four business days after the Annual Meeting. If the final voting results are unavailable at that time, we will file a Current Report on Form 8-K announcing the preliminary results, followed by an amended Current Report on Form 8-K within four business days of the day the final results are available.

 

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Proposal 1: Election of Directors

Board Composition

 

Our board of directors currently consists of eight members, seven of whom our board of directors has affirmatively determined to be independent under the NYSE listing standards and our corporate governance documents.

For more information on the current composition of our board of directors, see “Corporate Governance—Information About Our Board of Directors—Process for Identifying and Nominating Directors” and “Corporate Governance—Board Structure and Operations—Composition of Our Board of Directors.”

Upon the recommendation of our nominating and governance committee, our board of directors has nominated Messrs. Lane, Lyon, Merritt and Yip, and Mses. Mariucci, Owen, Palmer and Warren for election as members of our board of directors. Each of our director nominees currently serves as a director and, if elected at the Annual Meeting, will serve as a director until our annual meeting of stockholders to be held in 2024 and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal. Each of our director nominees has consented to being named as a nominee in this Proxy Statement and has agreed to serve if elected. If a nominee becomes unable to serve at the time the election occurs, proxies will be voted for another nominee designated by the board of directors unless the board chooses to reduce the number of directors serving on the board. The board of directors has no reason to believe that the nominees identified in this Proxy Statement will be unable or unwilling to serve as a director if elected.

Directors for Election to a One-Year Term Expiring at the 2024 Annual Meeting of Stockholders

 

 

    LOGO

 PETER LANE

    AGE 58

 

Mr. Lane has served as a director since June 2012 and as lead independent director since May 2017. Mr. Lane served as Chief Executive Officer of AXIP Energy Services, LP (formerly known as Valerus Compression Services, “AXIP”), an oilfield services company headquartered in Houston, Texas from 2010 to 2016. Prior to joining AXIP, Mr. Lane was an Operating Partner at TPG Global, LLC (“TPG”) from 2009 to 2011. Before TPG, Mr. Lane spent 12 years at Bain & Company (“Bain”), a global consulting firm, where he led the Dallas and Mexico City offices, as well as its oil and gas practice. He became a Partner at Bain in 2003. Mr. Lane currently serves on the board of directors of The Bayou Companies, the Specialized Packaging Group, Bishop Lifting and Goosehead Insurance, Inc. Mr. Lane holds a B.S. in physics from the University of Birmingham in the United Kingdom and an M.B.A. from the Wharton School at the University of Pennsylvania.

 

Mr. Lane brings extensive experience in business operations, finance and corporate governance to our board of directors. For these reasons, we believe he is well qualified to serve on our board of directors.

 

 

    LOGO

 WILLIAM H. LYON

    AGE 49

 

William H. Lyon has served as a director since February 2020. Previously, he was the Executive Chairman and Chairman of the Board of William Lyon Homes from March 2016 until our acquisition of William Lyon Homes in February 2020. He also served as Chief Executive Officer of William Lyon Homes from March 2013 through July 2015, and as Co-Chief Executive Officer and Vice Chairman of the Board from July 2015 to March 2016. Since joining William Lyon Homes’ predecessor company in November 1997 as an assistant project manager, Mr. Lyon served in various capacities during his time with the company, including as a Project Manager, the Director of Corporate Development, the Director of Corporate Affairs, Vice President and Chief Administrative Officer, Executive Vice President and Chief Administrative Officer, and President and Chief Operating Officer. Mr. Lyon also actively served as the President of William Lyon Financial Services from June 2008 to April 2009, and was appointed to the William Lyon Homes board of directors in 2000. Mr. Lyon is a member of the Board of Directors of Commercial Bank of California and Pretend City Children’s Museum in Irvine, CA and an honorary Board member of The Bowers Museum in Santa Ana, CA, where he also serves as Audit Committee Chair. Mr. Lyon holds a dual B.S. in Industrial Engineering and Product Design from Stanford University.

 

Mr. Lyon brings to our Board significant executive and real estate development and homebuilding industry experience, which make him well qualified to serve on our board of directors.

 

 

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    LOGO

 ANNE L. MARIUCCI

     AGE 65

 

Ms. Mariucci has served as a director since March 2014. Ms. Mariucci has over 30 years of experience in homebuilding and real estate. Prior to 2003, Ms. Mariucci held a number of executive senior management roles with Del Webb Corporation and was responsible for its large-scale community development and homebuilding business. She also served as President of Del Webb Corporation following its merger with Pulte Homes, Inc. She presently serves as a director of the following publicly traded companies: CoreCivic, Inc., where she is a member of the audit and compensation committees; Southwest Gas Holdings, Inc., where she is a member of the compensation and nominating/governance committees and Chair of the strategic transaction committee; and Berry Corporation, where she serves Lead Independent Director and as Chair of the compensation committee. She also serves as Vice Chair on the board of Banner Health, a national nonprofit health care provider. Since 2003, she has been affiliated with the private equity firm Hawkeye Partners, serving as a member of the Board of Advisors. She is a past director of the Arizona State Retirement System, Action Performance Companies, the Arizona Board of Regents (where she was its past Chairman) and the University of Arizona Health Network, as well as a past Trustee of the Urban Land Institute. She currently serves on the Board of Arizona State University Enterprise Partners, the parent organization of five ASU-affiliate companies. Ms. Mariucci received her undergraduate degree in accounting and finance from the University of Arizona and completed the corporate finance program at the Stanford University Graduate School of Business.

 

Ms. Mariucci brings extensive experience in real estate, homebuilding and corporate governance. For these reasons, we believe she is well qualified to serve on our board of directors.

 

 

 

    LOGO

 DAVID C. MERRITT

    AGE 68

 

Mr. Merritt has served as a director since June 2013. From March 2009 through December 2013, he was the president of BC Partners, Inc., a financial advisory firm. Mr. Merritt is a director of Charter Communications, Inc., a publicly traded company, and currently serves as Chairman of its audit committee. Mr. Merritt previously served on the board of directors of Calpine Corporation. From 1975 to 1999, Mr. Merritt served in a variety of capacities at KPMG, including serving as an audit and consulting partner from 1985 to 1999 and national partner in charge of the media and entertainment practice. Mr. Merritt holds a B.S. degree in Business and Accounting from California State University—Northridge.

 

As a seasoned director and audit committee chair with extensive accounting, financial reporting and audit committee experience, Mr. Merritt brings a strong background in leadership, governance and corporate finance to the Company’s board of directors.

 

 

    LOGO

 ANDREA (ANDI) OWEN

    AGE 57

 

Ms. Owen has served as a director since July 2018. Since August 2018, she has served as the Chief Executive Officer and member of the Board of Directors for MillerKnoll, Inc. (formerly Herman Miller, Inc.), one of the largest and most influential modern design companies in the world. As CEO, Ms. Owen is responsible for leading the company’s worldwide operations, which encompasses just over 11,000 associates and revenue of $3.9 billion. As MillerKnoll’s CEO, Andi is passionate about using design thinking to solve complex problems, leveraging innovation to improve people’s lives, and using business as a force for good. She is often asked to share her views on diversity, equity, and inclusion; sustainability; the future of the workplace and distributed work models; and other ways MillerKnoll is helping to design a better world for employees and customers. Andi joined Herman Miller in 2018 as the company’s President and CEO. Prior to that, Ms. Owen served in various executive roles at The Gap Inc. for 25 years, most recently as the Global President, Banana Republic from 2014 to 2017 and as the Executive Vice President/General Manager of Gap Global Outlet from 2010 to 2014. Ms. Owen holds a Bachelor of Arts degree from the College of William and Mary and completed Harvard Business School’s Advanced Management Program. She also completed Harvard’s intensive, first-of-its-kind course, Women on Boards: Succeeding as a Corporate Director. Ms. Owen is a member of the Board of Directors of The National Association of Manufacturers and Chairperson of the Board of Directors of HAY ApS. She is also active in the community, serving as a member of The Right Place, Inc., Business Leaders for Michigan, and the MillerKnoll Foundation.

 

Ms. Owen brings extensive experience in consumer products businesses, marketing and executive leadership, which make her well qualified to serve on our board of directors.

 

 

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    LOGO

 SHERYL D. PALMER

     AGE 61

 

Ms. Palmer became our predecessor’s President and Chief Executive Officer and a member of its board of directors in August 2007 after previously serving as Executive Vice President for the West Region of Morrison Homes. She has also served as our Chairman of the Board since May 2017. Her previous experience includes senior leadership roles at Blackhawk Corp. and Pulte Homes/Del Webb Corporation, each homebuilders and developers of retirement communities, where she last held the title of Nevada Area President at Pulte/Del Webb Corporation and Division President at Blackhawk Corp. Ms. Palmer brings over 35 years of cross-functional building experience to her position, including leadership in land acquisition, sales and marketing, development and operations management. In addition to her employment with the Company, Ms. Palmer currently serves as a member of the board of directors and the nominating and corporate governance committee as well as Chairman of the audit committee of OfferPad Solutions Inc., a leading publicly traded tech-enabled platform for buying and selling residential real estate and previously served as a member of the board of directors of Interface, Inc., a leading publicly traded global manufacturer of modular carpet. In addition, Ms. Palmer is a member of the board of directors and executive committee of HomeAid America, a national non-profit that works with the local building industry to build and renovate multi-unit shelters for homeless families, the Chairman of the Board of Directors for Building Talent Foundation, and a member of the Executive Committee of the Joint Center for Housing Studies at Harvard University.

 

We believe Ms. Palmer’s over 30 years of industry experience make her a valuable member of our board of directors. In addition, as our President and Chief Executive Officer, it is appropriate for her to be a member of our board.

 

 

 

    LOGO

 DENISE F. WARREN

     AGE 59

 

Ms. Warren has served as a director since July 2018. Since June 2016, she has served as the Chief Executive Officer of Netlyst, LLC, a consulting and advisory firm that focuses on digital business growth and scaling consumer and business-to-business recurring revenue streams. From June 2015 to March 2016, she served as the Tribune Publishing Company’s President of Digital and Chief Executive Officer of East Coast Publishing and Executive Vice President of Tribune Publishing Company. Ms. Warren spent 26 years with The New York Times Company, she served in various executive leadership positions including Executive Vice President, Digital Products and Services, General Manager of NYTimes.com and Senior Vice President and Chief Advertising Officer. Ms. Warren currently serves on the board of directors, audit and nominating and governance committees of Barnes and Noble Education, a publicly traded provider of education services and the board of directors of Naviga, a Vista Equity Partners privately backed software technology company. Ms. Warren formerly served as a director, member of the audit committee and chair of the nominating and governance committee of Monotype Imaging Holdings Inc., a publicly traded provider of design assets, technology and expertise, and as a director and member of the audit committee of Electronic Arts Inc., a publicly traded digital interactive entertainment company. Ms. Warren holds a B.S. in management from Tulane University and an M.B.A. in communications and media management from Fordham University.

 

We believe Ms. Warren’s long experience in digital marketing, business operations and corporate governance make her well qualified to serve on our board of directors.

 

 

    LOGO

 CHRISTOPHER YIP

     AGE 40

 

Mr. Yip has served as a director since November 2021. He is currently a partner at RET Ventures, an early-stage venture capital firm focused on investing in companies that provide innovative technology solutions to the real estate industry. Prior to joining the team at RET Ventures, Mr. Yip was an investor at TPG Capital, where he led private equity and growth equity investments and exits in technology-enabled business services for more than 12 years. Before that, he was a consultant with McKinsey & Company. Throughout his career, Mr. Yip has served as a hands-on public and private board member, advised a range of companies, and mentored leading entrepreneurs and CEOs. He previously served on the board of Nexeo Solutions. He holds an M.B.A. from Stanford University Graduate School of Business, where he was an Arjay Miller Scholar, as well as a master’s degree in Computer Science and a bachelor’s degree in Economics from Harvard University.

 

Mr. Yip brings extensive experience as an investor in real estate technology, which makes him well qualified to serve on our board of directors.

 

In the vote on the election of the director nominees, stockholders may:

 

 

vote FOR the nominee;

 

 

vote AGAINST the nominee; or

 

 

ABSTAIN.

Unless you elect to vote differently by so indicating on your signed proxy, your shares will be voted FOR the board of directors’ nominees. For each of the eight director nominees, the number of shares voted “FOR” at the Annual Meeting must exceed the total number of shares voted “AGAINST” such nominee for director in order to be elected. Proxies marked “ABSTAIN” and broker non-votes will have no effect on the outcome of this proposal. If a nominee

 

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ceases to be a candidate for election by the time of the Annual Meeting (a contingency that the board does not expect to occur), such proxies may be voted by the proxyholders in accordance with the recommendation of our board of directors.

The Board of Directors Recommends a Vote “FOR” the Above-Named Director Nominees.

 

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Corporate Governance

We believe that effective corporate governance is critical to our ability to create long-term value for our stockholders. We have adopted and implemented charters, policies, procedures and controls that we believe promote and enhance corporate governance, accountability and responsibility and create a culture of honesty and integrity at our company. Our Corporate Governance Guidelines, Code of Conduct and Ethics, various other governance-related information and board committee charters are available on the Investor Relations page of our corporate website at www.taylormorrison.com under the category “ESG—Governance Documents.”

Our board of directors consists of a majority of independent directors, and all of our standing committees are fully independent.

Governance Highlights

We believe that effective corporate governance is critical to our ability to create long-term value for our stockholders. We have adopted and implemented charters, policies, procedures and controls that we believe promote and enhance corporate governance, accountability and responsibility and create a culture of honesty and integrity at our company. Our Corporate Governance Guidelines, Code of Conduct and Ethics, various other governance-related information and board committee charters are available on the Investor Relations page of our corporate website at www.taylormorrison.com under the category “ESG—Governance Documents.”

Our board of directors consists of a majority of independent directors, and all of our standing committees are fully independent.

Our commitment to strong governance practices is illustrated by the following:

 

 Annual election of directors with a majority voting standard in uncontested directors

 

 Independent directors meet at least quarterly without management

 Independent Lead Director

 

 Commitment to a diverse director candidate pool

 All directors are independent except for our CEO

 

 No stockholder rights plan, also referred to as a “poison pill”

 Director mandatory retirement age (age 72)

 

 Director over-boarding policy

 Annual Board and committee self-evaluations

 

 Single class of voting stock

Notable Governance Enhancements

 

LOGO

 

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Information About Our Board of Directors

Director Independence

Our board of directors consults with our legal counsel to ensure that the board’s independence determinations are consistent with relevant securities and other laws and regulations regarding director independence. To assist in the board’s independence determinations, each director completes materials designed to identify any relationships that could affect the director’s independence. In addition, through discussions among our directors, an analysis of independence is undertaken by the nominating and governance committee, and an affirmative determination is made by the board of directors. The board of directors has determined that Mses. Mariucci, Owen and Warren and Messrs. Lane, Lyon, Merritt and Yip are “independent,” as such term is defined by the applicable rules and regulations of the NYSE. Additionally, the board of directors previously determined that Gary Hunt, whose term expired immediately following last year’s Annual Meeting, was also “independent” for the portion of the 2022 fiscal year during which he served as a director. Additionally, each of these directors meets the categorical standards for independence established by our board of directors, as set forth in our Corporate Governance Guidelines.

Director Qualifications

The board of directors has delegated to the nominating and governance committee the responsibility of reviewing and recommending nominees for membership of the board of directors. The nominating and governance committee seeks candidates from diverse professional and personal backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. In fiscal 2021, in furtherance of the Company’s continuing commitment to board diversity, the board adopted an amendment to the Corporate Governance Guidelines of the Company to reflect the policy of the nominating and governance committee that, when conducting a search to fill a vacancy on the Board, any candidate pool will include candidates who are diverse in terms of race, ethnicity and/or gender. The assessment of director candidates includes, among other factors, an individual’s independence, which determination is based upon applicable NYSE rules, applicable SEC rules and regulations, our Corporate Governance Guidelines and input from legal counsel, if necessary, as well as consideration of age, skills, character and experience, and a policy of promoting diversity, in the context of the needs of the Company. Other characteristics, including, but not limited to, the director nominee’s material relationships with us, time availability, service on other boards of directors and their committees or any other characteristics which may prove relevant at any given time, are also reviewed by the nominating and governance committee for purposes of determining a director nominee’s qualification.

In the case of incumbent directors whose terms of office are set to expire, the nominating and governance committee reviews such directors’ overall service to our Company during their respective term, including the number of meetings attended, level of participation, quality of performance and any relationships and transactions that might impair such directors’ independence. In addition, pursuant to our Corporate Governance Guidelines, no person shall be nominated by the board of directors to serve as a director after he or she has passed his or her 72nd birthday, unless the nominating and governance committee has voted to waive the mandatory retirement age for such director at the time of nomination.

Summary of Individual Director Skills and Attributes

Our Board reflects a diverse, highly engaged group of directors with a wide range of relevant experience. The following matrix provides information about our director nominees, including certain types of knowledge, skills, experiences and attributes possessed by one or more of our directors, which our Board believes are relevant to our business and operations. The matrix does not encompass all of the knowledge, skills, experiences or attributes of our directors and

 

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does not suggest that a director who is not listed as having any particular knowledge, skills, experiences or attribute is unable to contribute to the decision-making process in such area.

 

Summary of Director Nominee

Attributes and Experience

   Lane      Lyon      Mariucci      Merritt      Owen      Palmer      Warren      Yip      Total  
Executive Leadership Experience. Directors with executive leadership experience at large organizations typically possess strong leadership qualities and the ability to identify and develop those qualities in others.                                                              100%  
Homebuilding / Real Estate Industry Experience. Directors with significant industry experience provide valuable perspective and insight into the company’s risks and opportunities, regulatory environment and business strategies.                                                                      50%  
Technology / Cybersecurity. Directors with significant technology or cybersecurity related experience assist the board and the company at using technology to enhance our customer experience, implement digital strategies and oversee cyber security risk.                                                                          25%  
Human Capital Management. Directors with significant human capital management experience assist the company with oversight of the implementation of a successful framework for workforce acquisition, workforce management and workforce optimization that results in the attraction, development and retention of top candidates with diverse skills and backgrounds.                                                                  75%  
Public Company Board Experience. Directors with experience serving as a director of other public companies typically possess a strong understanding of effective corporate governance standards and practices.                                                              100%  
Risk Management. Experience with risk management is critical to foster an environment where risk management is an integral component of our strategy, culture and business operations and to ensure that policies and procedures are designed and implemented that are consistent with our risk appetite.                                                              100%  
ESG. ESG expertise strengthens the Board’s oversight and assures that strategic business imperatives and long term value creation are achieved within a sustainable, environmentally focused model.                                                          

       75%  
Global Experience. Global experience helps directors better understand and review our business and strategy in the context of the global economy and macroeconomic conditions.                                                                        38%  
Finance / Accounting. An understanding of finance, financial statements and financial reporting processes enables our directors to better understand what drives our performance and develop financial strategies.                                                              100%  
Regulated Industry Experience. Directors with experience in large organizations facing diverse regulatory requirements provide valuable insight on strategies and practices to help the company navigate complicated compliance matters.                                                                    63%  
Marketing / Sales. Relevant to the Company as it seeks to identify and develop new marketing strategies, develop its brands, and monitor consumer trends.                                                                      50%  

 

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Summary of Director Nominee

Attributes and Experience

   Lane      Lyon      Mariucci      Merritt      Owen      Palmer      Warren      Yip      Total  
Diverse. We believe that diversity and inclusion, on our Board and throughout our Company, are foundational to superior financial results. For purposes of this attribute, we’ve identified those directors who are diverse in terms of race, ethnicity and/or gender.                                                                    63%  
Tenure. Diversity with respect to tenure is important in order to provide for both fresh perspectives and deep experience and knowledge of the Company.      11        3        9        10        5        16        5        2       


7.6
Years
Average
Tenure
 
 
 
 
Age. Age diversity provides the board with new perspectives in combination more tenured directors with existing deep experience and knowledge of the Company.      58        49        65        68        57        61        59        40       


57
Years
Average
Age
 
 
 
 

Process for Identifying and Nominating Directors

Nominees for our board of directors are recommended by the nominating and governance committee, which may utilize a variety of methods for identifying nominees for director. Candidates may come to the attention of the nominating and governance committee through current board members, management, professional search firms, stockholders or other persons. The nominating and governance committee uses the same criteria for evaluating candidates regardless of the source of the referral or recommendation.

The nominating and governance committee will consider nominees proposed by our stockholders in accordance with the provisions contained in our By-laws. Each notice of nomination submitted in this manner must contain the information specified in our By-laws, including, but not limited to, information with respect to the beneficial ownership of our common stock or derivative securities that have a value associated with our common stock held by the proposing stockholder and its associates and any voting or similar agreement the proposing stockholder has entered into with respect to our common stock. To be timely, the notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the date of the prior year’s annual meeting of stockholders. If the annual meeting of stockholders is advanced by more than 30 days, or delayed by more than 60 days, from the anniversary of the preceding year’s annual meeting of stockholders, or if no annual meeting of stockholders was held in the preceding year, notice by the stockholder, to be timely, must be received no earlier than the 120th day prior to the annual meeting of stockholders and no later than the later of (1) the 90th day prior to the annual meeting of stockholders and (2) the tenth day following the day on which we notify stockholders of the date of the annual meeting of stockholders, either by mail or other public disclosure.

The foregoing description of the advance notice provisions of our By-laws is a summary and is qualified in its entirety by reference to the full text of our By-laws. Accordingly, we advise you to review our By-laws for additional stipulations relating to the process for nominating directors, including advance notice of director nominations and stockholder proposals. See also “Additional Information—Submission of Stockholder Proposals at Next Year’s Annual Meeting.”

Board Tenure and Diversity

As noted above, consistent with the Company’s Corporate Governance Guidelines, the nominating and governance committee seeks director candidates from diverse professional and personal backgrounds who combine a broad spectrum of experience and expertise. In addition, in furtherance of the Company’s continuing commitment to board diversity, the Corporate Governance Guidelines of the Company reflect the policy of the nominating and governance committee that, when conducting a search to fill a vacancy on the Board, any candidate pool will include candidates who are diverse in terms of race, ethnicity and/or gender. The nominating and governance committee and the Board believe that considering diversity is consistent with the goal of creating a Board that best serves the needs of the Company and the interests of its stockholders, and it is one of the many factors that they consider when identifying individuals for Board membership.

In addition, we believe that diversity with respect to tenure is important in order to provide for both fresh perspectives and deep experience and knowledge of the Company. Therefore, we aim to maintain an appropriate balance of tenure across our directors. In furtherance of the Board’s active role in Board succession planning, the Board has appointed six new directors since 2018.

 

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The composition of our Board reflects those efforts and the importance of diversity to the Board. Of our eight director nominees:

 

 

LOGO    LOGO

 

 

LOGO

Board Fellowship Program

In February 2023, recognizing the importance of greater diversity in board governance, we implemented a first-of-its-kind board fellowship program. Designed to grant board training opportunities to diverse candidates, the fellowship program is open to any interested and qualified professionals and will draw from a variety of organizations, including institutions that train women and people of color to serve on corporate boards. The program will provide board experience to participants, which is expected to bolster their opportunities to secure a formal appointment as a director at other public companies while bringing diverse experiences and perspectives to Taylor Morrison’s board. Although participants have no voting right, fellows will attend quarterly board meetings and gain invaluable, real-world experience.

Board Structure and Operations

Composition of Our Board of Directors

In accordance with our Certificate of Incorporation and By-laws, the number of directors on our board is determined from time to time by our board of directors and is currently an eight-member board. Each director elected or appointed to the board will hold office for a term expiring at the annual meeting of stockholders following his or her election or appointment and until his or her successor has been duly elected and qualified, or until his or her earlier death, disqualification, resignation or removal. Subject to the special rights of the holders of one or more series of preferred stock, vacancies and newly created directorships on the board of directors may be filled at any time by the remaining directors.

Board Leadership Structure

Our board of directors does not currently have a policy as to whether the role of Chairman of our board of directors and the Chief Executive Officer should be separate. Our board of directors believes that the Company and its stockholders

 

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are best served by maintaining the flexibility to determine whether the Chairman and Chief Executive Officer positions should be separated or combined at a given point in time in order to provide appropriate leadership for us at that time. In addition, our Corporate Governance Guidelines provide that, in order to maintain the independent integrity of our board of directors, if the Chairman of the board is not an independent director, the board of directors may appoint an independent director as lead director.

The board of directors understands that no single approach to board leadership is universally accepted and that the appropriate leadership structure may vary based on several factors, such as a company’s size, industry, operations, history and culture. Accordingly, our board of directors, with the assistance of the nominating and governance committee, assesses its leadership structure in light of these factors and the current environment to achieve the optimal model for us and for our stockholders. The board has determined that, at this time, it is in our and our stockholders’ best interests that our President and Chief Executive Officer serve as Chairman and that Peter Lane serve as our lead independent director with such role and responsibilities as set forth our Corporate Governance Guidelines, including, among others, (i) presiding at all meetings at which the Chairman of the board is not present, as well as at all executive sessions of the independent directors; (ii) serving as liaison between the Chairman and Chief Executive Officer and the independent directors; (iii) meeting with the Chairman and Chief Executive Officer to discuss Board agendas, materials and the schedule of meetings; (iv) calling meetings of the independent directors, as needed; and (v) making himself available for communication with the Company’s stockholders. The Board believes that Mr. Lane brings significant leadership, finance and corporate governance experience to the board that helps ensure strong and independent oversight and effective collaboration among the directors.

The board of directors believes that Ms. Palmer’s dual role is appropriate, given her extensive industry experience, as well as the depth and breadth of her institutional knowledge of the Company’s business, having served at length in a leadership position at the Company and on our board of directors. The board of directors further believes that this combined role of Chairman and Chief Executive Officer, counterbalanced by a lead independent director, is most suitable for us at this time and is in the best interest of our stockholders because it provides the optimal balance between independent oversight of management and unified leadership (i.e., the appropriate balance of authority between those persons charged with overseeing the Company and those who manage it on a day-to-day basis), promotes the development and execution of our strategy and facilitates the flow of information between management and the board of directors, which are essential to effective corporate governance.

Board’s Role in Risk Oversight

The board of directors oversees the business and affairs of the Company and monitors the performance of management. The fundamental responsibility of the board is to lead the Company by exercising its business judgment to act in what each director reasonably believes to be the best interests of the Company and its stockholders. Although the Board is not involved in the Company’s day-to-day operations, the directors keep themselves informed about the Company through meetings of the Board, reports from management and discussions with the Company’s executive officers. Directors also communicate with the Company’s outside advisors, as necessary. Our board of directors exercises oversight of risk management consistent with its duties to the Company and its subsidiaries.

The audit committee is responsible for discussing with management our major financial, credit, liquidity and other risk exposures, as well as our risk assessment and risk management policies. The audit committee works directly with members of senior management and our internal audit staff to review and assess our risk management initiatives, including our compliance programs and cybersecurity initiatives, and reports as appropriate to the board. In addition, the audit committee meets as appropriate (1) as a committee to discuss our risk management guidelines and policies and risk exposures and (2) with our independent auditors to review our internal control environment and other risk exposures.

The compensation committee oversees the management of risks relating to our executive compensation programs and employee benefit plans. In the fulfillment of its duties, the compensation committee reviews at least annually our executive compensation programs, meets regularly with management to understand the financial, human resources and stockholder implications of compensation decisions and reports as appropriate to the board.

The board of directors as a whole also engages in the oversight of risk in various ways.

 

 

During the course of each year, the board of directors reviews the structure and operation of various departments and functions of our company, including its risk management and internal audit functions. In these reviews, the board of directors discusses with management the risks affecting those departments and functions and management’s approaches to mitigating those risks.

 

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The board of directors reviews and approves each year’s management operating plan. These reviews cover risks that could affect the management operating plan and measures to cope with those risks.

 

 

In its review and approval of our annual reports on Form 10-K, the board of directors reviews our business and related risks, including as described in the “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the document. The audit committee updates this review quarterly in connection with the preparation of our quarterly reports on Form 10-Q.

 

 

Management must obtain the approval of the board of directors before proceeding with any land acquisition above a pre-established threshold. When the board of directors reviews particular transactions and initiatives that require board approval, or that otherwise merit the board of directors’ involvement, the board of directors generally includes related risk analysis and mitigation plans among the matters addressed with management.

In addition to the foregoing, the Company has an enterprise risk management (“ERM”) committee. The ERM committee consists of members of our management team who work with other key members of management to identify, monitor and evaluate the Company’s risks and develop an approach to address and mitigate each identified risk. Each quarter, and more frequently, if necessary, the ERM committee reports its findings and recommendations to the audit committee, which then reports to the board of directors.

As part of its risk oversight regarding cybersecurity, the ERM committee works with the Company’s Chief Information Officer and the Company’s Cyber-Risk Management Subcommittee (composed of the heads of the Company’s information technology, internal audit and risk management groups) to review on a quarterly basis, or more frequently as necessary, any cyber incidents and the results from the Company’s security self-audits. This cybersecurity evaluation forms a part of the ERM committee’s quarterly reports to the audit committee and the audit committee’s quarterly reports to the board of directors. Our board of directors also receives on an annual basis, or more frequently as necessary, a report from the Company’s Chief Information Officer and/or the Vice President of Information Technology regarding cyber risk matters affecting the Company.

The day-to-day identification and management of risk is the responsibility of our management. As market conditions, industry practices, regulatory requirements and the demands of our business evolve, management and the board of directors intend to respond with appropriate adaptations to risk management and oversight.

Majority Voting and Director Resignation Policy

In December 2021, our board of directors, following its strategic review of our corporate governance program, practices, and policies and the recommendation of our nominating and governance committee, amended and restated our By-laws to provide, among other things, that director nominees in uncontested elections shall be elected by the affirmative vote of a majority of the votes cast in respect of the shares present in person or represented by proxy at any meeting of stockholders for the election of directors (meaning the number of shares voted for a nominee for director must exceed the total number of shares voted against such nominee for director, with abstentions and broker non-votes not counted as a vote cast either for or against that nominee). In connection with the implementation of this majority vote standard, our board of directors also amended the Company’s Corporate Governance Guidelines to require each incumbent nominee who does not receive the requisite majority vote in an uncontested election to promptly offer to tender her or his resignation following certification of the stockholder vote. The board will then decide whether to accept the resignation, based on the recommendation of the nominating and governance committee, within 90 days following certification of the stockholder vote and will disclose its determination and its reasoning in a filing with the Securities and Exchange Commission. Any director who offers a resignation will not participate in the consideration by the nominating and governance committee or the board concerning whether to accept the offered resignation.

Human Capital

As of December 31, 2022, we employed approximately 3,000 full-time equivalent persons. Of these, approximately 2,600 were engaged in corporate and homebuilding operations, and the remaining approximately 400 were engaged in financial services. As of December 31, 2022, none of our employees were covered by collective bargaining agreements. We act solely as a general contractor, and all construction operations are supervised by our project managers and field superintendents who manage third party subcontractors. We use independent consultants and contractors for some architectural, engineering, advertising and legal services, and we strive to maintain good relationships with our subcontractors and independent consultants and contractors.

 

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The people who work for our company are our most valuable resources and are critical to our continued success and execution of our strategies. Our People Services team focuses on attracting, promoting and retaining qualified employees with the expertise needed to manage and support our operations. Our top division and regional leaders average over eight years of tenure with us. In addition, our executive leadership who are responsible for setting our overall strategy average approximately 16 years with us, and many of them have worked their entire careers in the homebuilding industry.

To attract and retain top talent in our industry, we offer our employees a broad range of company-paid benefits and highly competitive compensation packages. Our employees are eligible for medical, dental and vision insurance, a savings/retirement plan, life and disability insurance, various wellness programs and tuition reimbursement, along with other optional benefits designed to meet individual needs. We engage third party compensation and benefits consulting firms to evaluate our programs and benchmark them against our peers. We believe it is essential to provide opportunities for growth and development to recruit top talent in the labor environment. We offer over 5,000 online courses through our learning system, as well as various leadership programs designed for those in different stages of their leadership journey.

We believe in recognizing and promoting future leaders from within our organization and making diversity, equity, and inclusion (“DEI”) an ongoing important priority. We provide courses which focus on adherence to company policies on DEI, and our leadership team hosts town hall meetings within the organization to ensure employees have a voice and are aware and committed to DEI. In addition, we have established subcommittees consisting of diverse team members who meet quarterly to help inform our National DEI Committee’s agenda, as well as our overall DEI strategy. Our leadership team is committed to creating a collaborative and inclusive work environment and continues to develop initiatives, policies and procedures to foster greater DEI. At December 31, 2022, our workforce consisted of approximately 44% females and of these 22% were in managerial roles. The Company has and will continue to demonstrate that there is an open door and a path to leadership for all team members at any level of our company. Accordingly, we are proud to have been included for the fifth consecutive year as one of only 418 companies, and the only U.S. homebuilder, on the 2023 Bloomberg Gender-Equality Index (GEI), fostering greater transparency and an inclusive work environment in a traditionally male-dominated industry.

Meetings of our Board of Directors

Our board of directors and its committees meet periodically during the year, hold special meetings as needed and act by written consent from time to time as deemed appropriate. During 2022, our board of directors met four times.

During 2022, no incumbent director attended fewer than 75% of the aggregate of (a) the total number of meetings of the board of directors and (b) the total number of meetings held by all committees of the board of directors on which such director served.

Each of our directors is encouraged, but is not required, to attend our annual meetings of stockholders. All of our then serving directors attended our 2022 annual meeting of stockholders.

Executive Sessions of our Board of Directors

Generally, an executive session of the independent directors is held in conjunction with each regularly scheduled board meeting and at other times as deemed appropriate. Our lead independent director presides over such executive sessions.

Committees of Our Board of Directors

Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating and governance committee. Each of the standing committees operates pursuant to a written charter, which is available on our corporate website at www.taylormorrison.com on the Investor Relations page under the category “ESG—Governance Documents.” The following is a brief description of our committees, including their membership and responsibilities.

 

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Audit Committee

Our audit committee assists the board in fulfilling its responsibilities by overseeing, among other things, (1) the integrity of financial information and other information provided to stockholders, investors and others; (2) the performance of our internal audit function and systems of internal controls; (3) our compliance with legal and regulatory requirements; and (4) risk management and oversight of our ERM committee. The audit committee also has direct responsibility for the appointment, compensation, retention (including termination) and oversight of our independent auditors and is responsible for the preparation of an audit committee report to be included in our annual proxy statement as required by the SEC. The audit committee also reviews and approves related person transactions in accordance with our Related Person Transaction Policy. See “Certain Relationships and Related Person Transactions–Related Person Transaction Policy.” During 2022, the audit committee met nine times.

As of the date of this Proxy Statement, our audit committee was comprised of Mr. Merritt (Chair), Ms. Mariucci and Ms. Warren. Under NYSE rules and SEC requirements, our audit committee must be comprised entirely of independent directors. Our board of directors has determined that each member of our audit committee has the financial literacy required by NYSE rules, is “independent” as defined under the independence requirements of the NYSE and the SEC applicable to audit committee members and qualifies as an “audit committee financial expert” as that term is defined under SEC rules. Information about our audit committee members’ past business and educational experience is included under the caption “Proposal 1: Election of Directors.”

Compensation Committee

Our compensation committee, among other things, reviews and recommends policies and plans relating to the compensation and benefits of our directors, employees and certain other persons providing services to our Company, and is responsible for approving the compensation of our Chief Executive Officer and other executive officers. Our compensation committee also administers our clawback policies and stock ownership guidelines, as well as our incentive plans, our annual bonus plan and other benefit programs. The compensation committee has delegated authority to our Chief Executive Officer to issue equity awards to employees other than to executive officers and certain other senior members of our management. If at any time the compensation committee includes a member who is not a “non-employee director” within the meaning of Rule 16b-3 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, then either a subcommittee comprised entirely of individuals who are non-employee directors or the board of directors will approve any grants of equity-based compensation made to any individual who is subject to Section 16 of the Exchange Act. The compensation committee has the sole authority to retain and terminate any compensation consultant to assist in the evaluation of employee compensation and to approve the consultant’s fees and other terms and conditions of the consultant’s retention. During 2022, the compensation committee met four times.

As of the date of this Proxy Statement, our compensation committee was comprised of Ms. Mariucci (Chair), Mr. Lane and Ms. Owen. Under NYSE rules, our compensation committee must be comprised entirely of independent directors. Our board of directors has determined that each member of our compensation committee is “independent” as defined under the independence requirements of the NYSE applicable to compensation committee members.

For additional discussion of the processes and procedures the compensation committee has used for the consideration and determination of executive officer and director compensation, please see “Compensation Discussion and Analysis.”

Nominating and Governance Committee

Our nominating and governance committee, among other things, provides assistance to the board of directors in identifying and recommending individuals qualified to serve as directors of our Company, reviews the composition of the board of directors and periodically evaluates the performance of the board of directors and its committees. The nominating and governance committee also recommends our various board committee memberships based upon, among other considerations, a director’s available time commitment, applicable regulatory considerations, background and/or the skill set it deems appropriate to adequately perform the responsibilities of the applicable committee. In addition, the nominating and governance committee develops and recommends corporate governance policies and procedures for us, including our Corporate Governance Guidelines, and monitors and reviews compliance with those policies. The nominating and governance committee is also responsible for reviewing and overseeing the overall adequacy of the Company’s ESG risk management, strategy, initiatives, and policies, including communications with

 

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employees, investors, and other stakeholders of the Company with respect to such ESG matters. During 2022, the nominating and governance committee met four times.

As of the date of this Proxy Statement, our nominating and governance committee was comprised of Mr. Lane (Chair), Mr. Merritt and Mr. Yip. Under NYSE rules, our nominating and governance committee must be comprised entirely of independent directors. Our board of directors has determined that each of Messrs. Lane, Merritt and Yip are “independent” as defined under the independence requirements of the NYSE applicable to nominating and governance committee members.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee in 2022 was, at any time during 2022 or at any other time, an officer or employee of the Company, and none had or has any relationships with us that are required to be disclosed under Item 404 of Regulation S-K. None of our executive officers has served as a member of the board of directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our board of directors or compensation committee during 2022.

Corporate Governance Guidelines and Code of Conduct and Ethics

Our board of directors has adopted Corporate Governance Guidelines and a Code of Conduct and Ethics that are applicable to all members of our board of directors, executive officers and employees. We have posted these documents on the Investor Relations page of our corporate website at www.taylormorrison.com under the category “ESG—Governance Documents.” We intend to post amendments to or waivers of, if any, certain provisions of our Code of Conduct and Ethics (to the extent applicable to our directors, our executive officers, including our principal executive officer and principal financial officer, or our principal accounting officer or controller, or persons performing similar functions) at this location on our website.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, officers and beneficial holders of more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in such ownership.

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations from our executive officers and directors that no other reports were required, all required reports under Section 16(a) of the Exchange Act of our directors, executive officers and beneficial holders of more than 10% of our common stock were timely filed since the beginning of 2021, except that one filing was made late on behalf of Anne Mariucci to report a gift of common stock.

Anti-Hedging Policy

We have a securities trading policy that sets forth guidelines and restrictions on transactions involving our stock, which are applicable to our employees, including our executive officers, and our directors. Our policy prohibits hedging, including, among other things, purchases of stock on margin, calls or similar options on Company stock or from selling our stock short. These types of transactions would allow employees to own Company stock without the full risks and rewards of ownership. When that occurs, employees or directors may no longer have the same objectives as our other stockholders and, therefore, such transactions involving our stock are prohibited.

ESG Report

Our Board has delegated oversight responsibility over the Company’s corporate responsibility matters to the nominating and governance committee. In this capacity, the nominating and governance committee reviews and considers the Company’s policies and practices relating to environmental stewardship, corporate social responsibility and other public policy issues significant to the Company, including as documented in the Company’s ESG report.

 

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The Company published its inaugural ESG report in April 2019 and published its latest report in April 2022. The reports demonstrate the Company’s commitment to integrating sustainable values into all aspects of its business and are intended to showcase in a single format how the Company makes ESG core to its business. The reports reference the Sustainability Accounting Standards Board (SASB) and Global Reporting Initiative (GRI) standards in several instances spanning environmental, social and governance performance indicators. The reports signal a significant advance in the Company’s ESG reporting and transparency efforts. A copy of our most recent ESG report is available on our company website at http://investors.taylormorrison.com/esg. The information contained on or accessible through the Taylor Morrison website, including the Company’s ESG report, is not considered part of this proxy statement. Further inquiries about our ESG practices and policies can be directed to ESG@taylormorrison.com.

 

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Director Compensation

Annual Compensation

Directors who are our employees are not separately compensated by us for their service on our board of directors. For our other directors, referred to collectively as “non-employee directors,” we pay an annual cash retainer for their service on our board, which is payable to such directors in quarterly installments in arrears. The amount of the annual cash retainer depends on whether the director serves as a member or as chairman on any committees of the board of directors.

For 2022, our non-employee directors were entitled to receive the following compensation:

 

   

A base annual cash retainer of $85,000.

 

   

An additional $35,000 annual cash retainer for the Lead Independent Director of our board of directors.

 

   

An additional $40,000, $30,000 and $20,000 annual cash retainer for the chairman of the audit committee, compensation committee and nominating and governance committee, respectively.

 

   

An additional $12,000 annual cash retainer for each other member of the audit and compensation committees and $10,000 for each member of the nominating and governance committee.

 

   

In addition to cash retainers, our board of directors and compensation committee have determined that it is important to include an equity component in director compensation, because they believe it is vital for our directors who receive compensation from us to build and maintain a long-term ownership position in our business, to further align their financial interests with those of our stockholders and to encourage the creation of long-term value. In furtherance of this objective, each non-employee director receives an annual equity award of restricted stock units (“RSUs”) or, if they so elect as described below, deferred stock units (“DSUs”). For 2022, each non-employee director received an RSU or DSU grant with a grant date fair value of $165,000. The number of shares subject to the RSU or DSU grant is determined by dividing the aggregate grant date fair value by the closing price of our common stock on the grant date. The annual RSU or DSU award vests in full on the earlier of (i) the first anniversary of the grant date and (ii) the date of the Company’s annual meeting of stockholders immediately following the grant date, subject to the director’s continued service through such vesting date. Annual equity awards to our non-employee directors are typically granted following our annual stockholder meeting.

We also reimburse each of our directors for reasonable travel and other related expenses incurred to attend board and committee meetings.

Deferred Compensation Plan

Pursuant to the Taylor Morrison Home Corporation Non-Employee Director Deferred Compensation Plan (the “Director Plan”), non-employee directors may, for any calendar year, irrevocably elect to defer (i) receipt of shares of our common stock the director would have received upon vesting of RSUs granted as an annual equity award and (ii) receipt of all or a portion of their cash compensation earned for their service on our board of directors, in each case, in the form of unfunded DSUs under the Taylor Morrison Home Corporation 2013 Omnibus Equity Award Plan (as amended and restated from time to time, the “2013 Omnibus Plan”). The purpose of the Director Plan is to enhance our ability to attract and retain non-employee directors with training, experience and ability who will promote our interests and to directly align the interests of such non-employee directors with the interests of our stockholders. Other than providing for deferred settlement and receipt of shares, DSUs in respect of deferred equity awards are subject to the same vesting conditions as RSUs granted as annual equity awards and vest in full on the first anniversary of the date the annual RSUs are granted, subject to the director’s continued service on such vesting date.

DSUs in respect of the director’s deferred cash compensation are fully vested as of the grant date and settle in a number of shares of our common stock equal to the amount of cash compensation deferred divided by the closing price of our common stock on the date the cash compensation is deferred. DSUs and dividend equivalents thereon have no voting rights until the common stock underlying such DSUs are delivered and are settled in shares of common stock upon the earlier of a separation from service or a change in control.

 

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Stock Retention Policy

Our board of directors has adopted a stock retention policy that requires non-employee directors to own shares of our common stock having an aggregate value no less than five times such director’s annual base cash retainer. Generally, non-employee directors must achieve the required minimum retention level within five years from the date of their election to our board of directors. As of December 31, 2022, all of our non-employee directors either met the retention level or are on track to meet the retention level within the required time frame.

2022 Director Compensation Table

The following table summarizes the compensation earned by, or awarded or paid to, those of our directors who, for the year ended December 31, 2022, were compensated for their service as directors. Ms. Palmer, our Chairman and CEO, is not compensated for her service as a director.

 

   Name    Fees Earned
or Paid in
Cash
($)(1)
     Stock
Awards
($)(2)(3)
     Total
($)
 

Gary H. Hunt

     39,113           39,113  

Peter Lane

     152,000        164,990        316,990  

William H. Lyon

     85,000        164,990        249,990  

Anne L. Mariucci

            291,959        291,959  

David C. Merritt

     135,000        164,990        299,990  

Andrea Owen

     97,000        164,990        261,990  

Denise F. Warren

     97,000        164,990        261,990  

Christopher Yip

            260,014        260,014  

Notes: 

 

(1)

For 2022, Mr. Merritt, Ms. Mariucci and Mr. Lane served as the chairman of our audit committee, compensation committee and nominating and governance committee, respectively. In 2022, Mr. Hunt reached our mandatory retirement age and did not stand for reelection to the board of directors at our 2022 annual meeting. For 2022, Ms. Mariucci elected to defer all of her 2022 earned cash compensation under the Director Plan and instead received fully vested DSUs, the value of which is reflected in the “Stock Awards” column. The following table sets forth retainer fees earned by our directors in 2022 (prorated for partial year service, if applicable).:

 

   Name    Annual      Lead
Independent
Director
     Audit
Committee
     Compensation
Committee
    

    Nominating and    

    Governance    

    Committee    

Gary H. Hunt

   $ 34,274              4,839     

Peter Lane

   $ 85,000        35,000           12,000        20,000  

William H. Lyon

   $ 85,000              

Anne L. Mariucci

   $ 85,000           12,000        30,000     

David C. Merritt

   $ 85,000           40,000           10,000  

Andrea Owen

   $ 85,000              12,000     

Denise F. Warren

   $ 85,000           12,000        

Christopher Yip

   $ 85,000                                   10,000  

 

(2)

On May 26, 2022, Mr. Lyon and Ms. Mariucci received an annual equity grant of 5,781 RSUs, each valued at $28.54 per share, which was the closing sale price of our common stock on the grant date. Messrs. Yip, Lane and Merritt and Mses. Owen and Warren each elected to defer all of his or her 2022 annual RSU award under the Director Plan and, instead, each received on May 26, 2022, an annual equity grant of 5,781 DSUs valued at $28.54 per share, which was the closing sale price of our common stock on the grant date. In addition, Ms. Mariucci and Mr. Yip both elected to defer all of their 2022 earned cash compensation under the Director Plan and instead received fully vested DSUs the value of which is reflected in the “Stock Awards” column. The amount in this column reflects the aggregate grant date fair value of the RSU or DSU award, as applicable, calculated in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The assumptions used in the valuation of stock-based awards are discussed in Note 12 to our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

 

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  DIRECTOR COMPENSATION    

 

(3)

As of December 31, 2022, the aggregate number of outstanding stock options, RSUs and DSUs, in each case as described below, subject to awards held by each of our non-employee directors were as set forth in the table below.

 

  Name      Options
(#)
       RSUs
(#)
       DSUs 
(#) 

Gary H. Hunt(c)

                          

Peter Lane(c)

                         63,691  

William H. Lyon(a)

                5,781           

Anne L. Mariucci(a)(b)(c)

       9,960          5,781          21,994  

David C. Merritt(b)(c)

       6,262                   52,085  

Andrea Owen(c)

                         28,384  

Denise F. Warren(c)

                         28,384  

Christopher Yip(c)

 

                        

 

9,472

 

 

 

 

  (a)

The RSUs reported for Mr. Lyon and Ms. Mariucci were unvested as of December 31, 2022 and are scheduled to vest on May 26, 2023.

 

  (b)

The stock options reported for each of Ms. Mariucci and Mr. Merritt are fully vested and exercisable and have an exercise price per share of our common stock equal to $25.10 and $19.96, respectively.

 

  (c)

Of the DSUs reported for each of Messrs., Lane, Merritt and Yip and Mses. Owen and Warren, 5,781 were unvested as of December 31, 2022, and are scheduled to vest on May 26, 2023.

 

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    EXECUTIVE OFFICERS  

 

Executive Officers

The executive officers of the Company as of the date hereof are listed below.

 

  Name    Age   Position

Sheryl D. Palmer

  

61

 

President, Chief Executive Officer and Chairman of the Board of Directors

Louis Steffens

  

55

 

Executive Vice President and Chief Financial Officer

Darrell C. Sherman

  

58

 

Executive Vice President, Chief Legal Officer and Secretary

 

 

    LOGO

 SHERYL D. PALMER

  

 

Ms. Palmer became our predecessor’s President and Chief Executive Officer and a member of its board of directors in August 2007 after previously serving as Executive Vice President for the West Region of Morrison Homes. She has also served as our Chairman of the Board since May 2017. Her previous experience includes senior leadership roles at Blackhawk Corp. and Pulte Homes/Del Webb Corporation, each homebuilders and developers of retirement communities, where she last held the title of Nevada Area President at Pulte/Del Webb Corporation and Division President at Blackhawk Corp. Ms. Palmer brings over 35 years of cross-functional building experience to her position, including leadership in land acquisition, sales and marketing, development and operations management. In addition to her employment with the Company, Ms. Palmer currently serves as a member of the board of directors and the nominating and corporate governance committee as well as Chairman of the audit committee of OfferPad Solutions Inc., a leading publicly traded tech-enabled platform for buying and selling residential real estate and previously served as a member of the board of directors of Interface, Inc., a leading publicly traded global manufacturer of modular carpet. In addition, Ms. Palmer is a member of the board of directors and executive committee of HomeAid America, a national non-profit that works with the local building industry to build and renovate multi-unit shelters for homeless families, the Chairman of the Board of Directors for Building Talent Foundation, and a member of the Executive Committee of the Joint Center for Housing Studies at Harvard University.

 

    LOGO

 LOUIS STEFFENS

  

 

Mr. Steffens became our Executive Vice President and Chief Financial Officer effective January 1, 2022. Mr. Steffens joined the company in 2007 and most recently oversaw the organization’s mergers and acquisitions and has been responsible for implementing short and long-term strategic initiatives. Through his tenure, Mr. Steffens has led the Company through six successful acquisitions significantly expanding the company’s portfolio and positioning the Company as one of the largest homebuilders in the nation. Mr. Steffens previously served as the Company’s Regional President and Area President in the organization’s Central, Southeast and Florida Areas, where he oversaw capital allocation strategies for such areas. Mr. Steffens has more than 30 years of experience in the homebuilding industry, having worked for two other national homebuilders, Pulte Homes and Beazer Homes, where he served in various leadership roles in Finance and Operations. Mr. Steffens started his career as a Senior Auditor with Coopers & Lybrand, prior to their merger with Price Waterhouse forming PricewaterhouseCoopers. He holds a bachelor’s degree in accounting from Michigan State University and is a Certified Public Accountant (inactive).

 

    LOGO

 DARRELL C. SHERMAN

  

 

Mr. Sherman is our Executive Vice President, Chief Legal Officer and Secretary and has served as chief counsel to the Company since June 2009. Mr. Sherman brings over 20 years of experience in the homebuilding industry, having served in senior legal roles at Centex Homes and Pulte Homes/Del Webb Corporation. Prior to joining the homebuilding industry, Mr. Sherman was a finance and real estate lawyer at Snell & Wilmer L.L.P. He also served as an Administrative Law Judge appointed by Arizona Governor Fife Symington, hearing appeals from the Arizona Department of Environmental Quality and as a member of the U.S. Senate Judicial Advisory Committee, recommending the appointment of U.S. District Court judges. He holds a B.A. in Economics with university honors and a J.D., both from Brigham Young University, where he was a member of the BYU Law Review. He is a member of the State Bar of Arizona and the American Bar Association and admitted to the Arizona and U.S. Supreme Courts.

 

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Table of Contents
  COMPENSATION DISCUSSION AND ANALYSIS    

 

Compensation Discussion and Analysis

This compensation discussion and analysis discusses our executive compensation programs for our named executive officers for our fiscal year ending December 31, 2022 and includes a discussion of our compensation objectives and philosophy and the material elements of compensation earned by, or awarded or paid to, our named executive officers in the year. This section also describes processes we use in reaching compensation decisions and is intended to provide context for understanding the amounts in the tabular disclosure that follows. We have also highlighted our corporate results in 2022 and how these results led to the executive compensation we paid for the year. In addition, we highlight key attributes of our compensation programs for our named executive officers.

2022 was a historic year for us, marked by record levels of profitability and operational performance. Despite the swift change in housing market conditions that unfolded during the year, our dynamic and flexible operating strategy allowed us to respond quickly to market conditions which drove important shifts in our pricing strategies, starts volume and land investments in order to minimize risk and recalibrate affordability.

The record results we delivered in 2022 validates the transformational impacts of our successful integrations and operational strategies that have made us a stronger, more sustainable company with enhanced earnings power and increased optionality with which to invest for long-term, profitable growth.

The success of these strategies was evident in our performance results for 2022, highlighted below:

 

 

Generated $8.2 billion in total revenue and $7.9 billion in home closings revenue, reflecting increases of 9.6% and 9.1%, respectively from 2021;

 

 

Increased net income by 59% to $1.1 billion with a home closings gross margin of 25.2%, up 490 bps;

 

 

Increased diluted earnings per share by 75% to $9.06;

 

 

Awarded America’s Most Trusted Home Builder® by Lifestory Research for eighth consecutive year;

 

 

Ranked #453 on the Fortune 500 List;

 

 

Honored with Bloomberg’s Gender-Equality Index award for the fifth consecutive year; and

 

 

Included on the Wall Street Journal’s Best Managed Companies list for the second consecutive year.

Consistent with the pay-for-performance and stockholder alignment objectives of our compensation philosophy, which are discussed in further detail below in this compensation discussion and analysis, our compensation programs for 2022 have the following attributes:

 

 

A balanced mix of short-term cash compensation and long-term equity-based compensation;

 

 

Use of multiple performance measures with no guaranteed incentive payouts;

 

 

Payouts in respect of performance awards under our executive compensation programs are capped;

 

 

A majority of the compensation paid to our executive officers is performance-based;

 

 

Limitations on the amount of awards that can be made under our equity incentive plans;

 

 

All programs are designed and overseen by an independent compensation committee that retains their own independent advisor;

 

 

An anti-hedging policy applicable to all employees (including our executive officers and directors) that prohibits purchases of our stock on margin, calls or similar options on our stock or selling our stock short;

 

 

Stock ownership and retention guidelines for our executive officers;

 

 

An appropriate level of severance protection to ensure continuity of service;

 

 

No single-trigger change in control features in any of our programs;

 

 

No gross ups for any excise or other penalty taxes related to compensation paid;

 

 

Forfeiture of equity awards upon violation of certain post-employment restrictive covenants;

 

 

Clawback of certain cash and equity incentive compensation; and

 

 

A modest use of perquisites, which do not make up a material portion of the compensation and benefits provided to our named executive officers.

 

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    COMPENSATION DISCUSSION AND ANALYSIS  

 

Prior Year’s Annual Meeting of Stockholders—Advisory Vote to Approve the Compensation of our Named Executive Officers

At our 2022 annual meeting of stockholders, more than 95.4% of the shares voted were cast in favor of the 2021 compensation of our named executive officers and our compensation philosophy, policies and practices. We were pleased to receive this strong support and took it into account as part of our annual analysis of the effectiveness of our compensation programs for our named executive officers.

We recognize that the business and executive compensation environments continue to evolve, and we are committed to having compensation programs and practices that support our business objectives, promote good corporate governance and align executive pay with our performance. The compensation committee will continue to consider the results from this year’s and future advisory stockholder votes regarding our executive compensation programs. See “Proposal 2: Advisory Vote to Approve the Compensation of our Named Executive Officers (Say on Pay)” for additional information.

Our Named Executive Officers for 2022

 

President, Chief Executive Officer and Chairman of the Board of Directors

  Sheryl D. Palmer

Executive Vice President and Chief Financial Officer

  Louis Steffens

Executive Vice President, Chief Legal Officer and Secretary

  Darrell C. Sherman

Compensation Objectives and Philosophy

Our compensation programs reflect our philosophy to pay all of our executives, including our named executive officers, in ways that support our primary objectives of:

 

 

Encouraging a results-driven culture through a pay-for-performance structure;

 

 

Balancing long-term and short-term compensation and cash and equity-based compensation to ensure our executives are focused on the appropriate short-term financial budget goals and long-term strategic objectives;

 

 

Aligning executives’ interests with stockholder interests in creating long-term value for our stockholders;

 

 

Attracting, retaining and motivating key talent; and

 

 

Aligning total compensation levels with those paid by our direct competitors in the homebuilding sector as well as companies of comparable size and scope in other industries.

Our compensation structure is centered on a pay-for-performance philosophy, which is designed to align the interests of our executives and our stockholders, motivate our executives to achieve our targeted financial and other performance objectives and reward them for their achievements when those objectives are met. To help achieve these objectives, a significant portion of our executive officers’ compensation is at-risk and provided in the form of variable or performance-based compensation with upside potential for strong performance, as well as downside exposure for underperformance. We believe this is appropriate given our executive officers’ ability to influence our overall performance.

We recognize the need for varied incentives to retain talent and encourage both present and future performance. To that end, we seek to provide a balance between short-term incentives, such as cash compensation through our annual incentive plan, and long-term incentives, such as equity-based compensation, which encourages focus on long-term strategic objectives by linking compensation to the satisfaction of our long-term performance goals. Having a long-term compensation component is also consistent with the long-term horizon inherent in the homebuilding industry for the realization of our assets that span over multiple years. In light of such objectives, we have determined that a significant portion of total compensation would be delivered in the form of long-term equity-based compensation using a mix of stock options and restricted stock units, with both service-based and performance-based vesting.

The overall level of total compensation for our executive officers is intended to be reasonable in relation to, and competitive with, the compensation paid by similarly situated peer leaders in the homebuilding industry, subject to variation for factors such as the individual’s experience, performance, duties, scope of responsibility, prior contributions and future potential contributions to our business. With these principles in mind, we structure our compensation programs as a competitive total pay package, which we believe allows us to attract, retain and motivate executives

 

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  COMPENSATION DISCUSSION AND ANALYSIS    

 

with the skill and knowledge we require and ensure the stability of our management team, which is vital to the success of our business. However, we do not have a policy of setting executive officer compensation levels within a fixed range of benchmarks of our peer companies.

Establishing and Evaluating Executive Compensation

Role of the Independent Compensation Consultant

For 2022, the compensation committee retained Semler Brossy Consulting Group, LLC (“Semler Brossy”) as its independent compensation consultant. Semler Brossy provided the compensation committee with market data on executive compensation levels and practices at our competitors and advised on trends and best practices in the areas of executive compensation, assisted the compensation committee in its review and evaluation of our compensation policies and practices, reviewed our compensation discussion and analysis and provided independent advice on director compensation. Semler Brossy does not provide any other services to us, except at the direction of the compensation committee. We did not have any other relationships with Semler Brossy, and the compensation committee determined that Semler Brossy was independent and the work it performed in 2022 raised no conflicts of interest with us. The compensation committee has the sole authority to retain or terminate advisors to the compensation committee that assist in the evaluation of the compensation to our executive officers and directors.

Process—Role of Officers and Compensation Committee

The compensation committee is responsible for all compensation decisions for our executive officers. Our Senior Vice President, Total Rewards works with Ms. Palmer and the Chairman of the compensation committee to establish compensation committee meeting agendas and provide various types of information, including interim progress against performance targets, information about other homebuilding companies or other topics requested by the compensation committee to assist the compensation committee in making its decisions.

The compensation committee, after consultation with Ms. Palmer as to executive officers other than herself, reviews and determines base salary, annual cash incentive bonuses and long-term incentive compensation levels for each executive officer. The compensation committee reviews and approves for each executive officer the annual base salary, annual bonus performance targets, annual bonuses payable based on achievement of pre-established, compensation committee approved annual performance criteria and targets and long-term incentive compensation awards (including review and approval of target grant values, equity award design/mix, vesting terms, etc.). Ms. Palmer’s compensation levels are established by the compensation committee in its sole discretion. Ms. Palmer does not have any role or authority in determining her own compensation and she is not present for deliberations or decisions regarding her compensation.

Process—Factors Considered in Setting Compensation

The compensation committee believes that compensation decisions for our executive officers are complex and require consideration of many factors, including the overall competitive market environment, industry compensation levels, the officer’s individual performance and the Company’s performance.

Market Data (Competitors and General Industry). As mentioned above, the compensation committee does not set compensation levels for our executive officers within a fixed range of benchmarks of our peer companies; however, the compensation committee reviews such peer company information and market data to better assess the range of compensation needed to attract, retain and motivate executive talent in our highly competitive industry.

In connection with setting compensation, the compensation committee reviews data from the annual proxy statements of publicly traded homebuilders, as well as data from other published compensation survey sources, including FMI Corporation and Equilar, for compensation levels and trends as well as data on all direct pay elements for executives and uses such information to guide its decisions. In 2022, the compensation committee reviewed compensation data for the following publicly traded homebuilding companies (our “peer group”) in connection with

 

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    COMPENSATION DISCUSSION AND ANALYSIS  

 

setting compensation for Ms. Palmer and Messrs. Steffens and Sherman. No changes were made to the peer group in 2022:

 

  Beazer Homes USA Inc.

  

  Lennar Corporation

  

  PulteGroup Inc.

  D.R. Horton, Inc.

  

  M.D.C. Holdings Inc.

  

  Toll Brothers, Inc.

  Hovnanian Enterprises, Inc.

  

  Meritage Homes Corporation

  

  TRI Pointe Homes, Inc.

  KB Home

  

  M/I Homes, Inc.

  

  NVR, Inc.

Individual Performance. As mentioned above, in addition to considering market data, the compensation committee considers each executive officer’s individual performance in determining executive compensation levels, including the nature and scope of the executive’s responsibilities and the executive’s prior performance and expected future contributions. The compensation committee’s review of individual performance is general and subjective in nature and specific individual performance elements are tailored to the executive.

Company Performance. The compensation committee also considers the Company’s performance, financial plans and budget in setting executive officer compensation levels for any given year taking into account general economic challenges as well as any specific challenges facing our business.

The primary elements of our compensation structure are base salary, annual cash incentive bonuses, long-term equity-based incentive awards and certain employee benefits and perquisites. A brief description of the objectives of each principal element of our executive compensation programs for 2022 are summarized in the following table and described in more detail below.

Key Elements of Our Compensation Programs — Overview

 

  Compensation Element

  

Brief Description

  

Objectives

Base Salary

   Fixed compensation    Provide a competitive, fixed level of cash compensation to attract and retain talented and skilled executives

Annual Cash Incentive Bonuses

   Variable, performance-based cash compensation earned based on achieving pre-established annual goals   

Motivate executives to achieve or exceed our current-year financial goals and reward them for their achievements

 

Aid in retention of key executives in a highly competitive market for talent

Long-Term Incentives — Equity Based

   Variable, equity-based compensation to promote achievement of longer-term goals and align with shareholder value creation   

Align executives’ interests with those of our stockholders and encourage executive decision-making that maximizes growth and stockholder value creation over the long-term

 

Aid in retention of key executives and ensure continuity of management in a highly competitive market for talent

Employee Benefits and Perquisites (discussed below under “Other Program Attributes”)

  

Participation in all broad-based employee health and welfare programs and retirement plans

 

Employee benefits vary based on individual elections; auto allowance and certain commuting expense reimbursements are the only perquisites provided to our named executive officers

   Aid in retention of key executives in a highly competitive market for talent by providing overall benefits package competitive with industry peers

 

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  COMPENSATION DISCUSSION AND ANALYSIS    

 

Base Salary

The base salary component of executive officer compensation is intended to provide a competitive, stable level of minimum compensation to each executive officer commensurate with the executive’s role, experience and duties. The compensation committee annually reviews and approves base salaries for our executive officers based on several factors, including the individual’s experience, responsibilities, performance, expected future contribution, our expected financial performance and salaries of similarly situated executives of our public peers in the homebuilding industry and in general industries.

Based on its review of peer data, the compensation committee determined that no changes to the base salaries for our named executive officers were necessary for 2022. Accordingly, consistent with fiscal 2021, base salaries for Ms. Palmer, Mr. Steffens and Mr. Sherman were $1,000,000, $575,000 and $500,000, respectively, for 2022.

Annual Cash Incentive Bonuses

The second component of executive officer compensation is annual cash incentive bonuses based on Company performance. Tying a portion of total compensation to annual Company performance permits us to adjust the performance measures each year to reflect changing objectives and those that may be of special importance for a particular year. Through our short-term incentive compensation program, we seek to provide an appropriate amount of pre-established short-term cash compensation that is at-risk and tied to the achievement of certain short-term performance goals. For 2022, our annual short-term cash compensation program included two components: our 2022 annual bonus program and our 2022 profit sharing bonus program. The 2022 annual bonus program was similar to our 2021 annual bonus program with two performance metrics and the same reduced maximum opportunity of 150% of target. The second part of our short-term incentive compensation program was our 2022 profit sharing bonus program, which provided participants with an opportunity to receive a bonus based on growth above certain home sales gross margin and earnings before taxes targets.

2022 Annual Bonus Program

Target Amounts. The compensation committee determined, following a review of peer data, that it was appropriate to increase the target annual cash incentive bonus opportunity for Ms. Palmer from 200% to 250% of base salary. For Mr. Steffens and Mr. Sherman, It was determined that no changes were necessary to the target annual cash incentive bonus opportunities for 2022. For 2022, the target and maximum annual cash incentive bonus opportunities (rounded to the nearest whole percent) set by the compensation committee for each of our named executive officers were as follows:

 

  Name    2022 Target Annual
Bonus as a Percentage
of Base Salary Paid in
2022
     2022 Maximum Annual
Bonus as a Percentage
of Base Salary Paid in
2022
 

Sheryl D. Palmer

  

 

250

  

 

375

Louis Steffens

  

 

150

  

 

225

Darrell C. Sherman

  

 

150

  

 

225

The actual 2022 annual cash incentive bonus amounts were calculated based on a combination of objective performance measures and using the following formula:

 

2022 Base Salary Paid During Performance Period   x   Target Bonus Percentage   x  

Actual

Attainment

Percentage

  =  

Bonus

Payout

Our “Actual Attainment Percentage” is an aggregated measure of the attainment of specific financial and operational performance goals for the Company as a whole expressed in the table below as a percentage. These performance goals are based on corporate and business objectives and are not tied to individual performance. Each goal (1) has an associated “threshold” and “target” percentage attainment level and includes a “stretch” percentage attainment level, which represents the maximum award level, with straight-line interpolation for attainment between levels, and (2) is weighted to reflect the compensation committee’s assessment of the goal’s importance in relation to our overall business objectives. Specifically, the percentage attainment of each goal is applied to the weighting factor (itself a percentage), and these numbers are totaled to set the Actual Attainment Percentage for the applicable performance period.

 

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    COMPENSATION DISCUSSION AND ANALYSIS  

 

Establishing Performance Goals for 2022 Annual Bonus Program. The approach to goal setting for the 2022 annual bonus program involved a process of reviewing, among other things, our prior year’s financial performance and our short-term and long-term strategic objectives. The compensation committee also took into account the need for setting goals that are challenging yet reasonably achievable so as to provide a competitive pay package necessary for the retention of our talent. The target payout level was designed to be achievable with strong management performance and is generally aligned with the internal budget and midpoint of external guidance. The stretch level was designed to encourage and reward our named executive officers for outstanding performance.

Achievement of Corporate Performance Goals. The 2022 annual bonus program performance goals applicable to Ms. Palmer and Messrs. Steffens and Sherman were based 100% on total Company performance. Despite achieving record levels of profitability and operational performance, due to the sudden market downturn related to the multiple increases in home loan interest rates, we did not attain our Order Book and Closing goal. This resulted in an actual attainment percentage for the 2022 bonus program of 90% of target.

For the period commencing January 1, 2022 through December 31, 2022, the applicable corporate performance goals were as follows:

 

Performance Period: January 1, 2022 – December 31, 2022 Corporate Performance ($ in millions)  
Performance Goals    Weight     Threshold     Target     Stretch     Actual
Attainment
    Actual
  Attainment  
Percentage
 

Attainment level percentage

    

 

 

 

 

 

60

 

 

 

 

 

    100     150    

Order Book and Closings(1)

     40    

 

 

20,000

 

 

 

 

 

    21,750       22,750       18,560       0

Attainment level percentage

      

 

 

60

 

 

 

 

    100     150    

Home Sales Gross Margin(2)

     60    

 

23.5

 

 

    24.0     24.5     25.48     150

Actual Attainment Percentage Performance Period

                                          

 

 

 

 

90

 

 

 

 

(1)

“Order Book and Closings” for the performance period is calculated by adding the total number of closings from January through December plus the ending backlog for the current year.

 

(2)

“Home Sales Gross Margin” is calculated in accordance with GAAP.

In order for the bonus under our annual bonus program to pay out above threshold performance, a minimum Customer Satisfaction Score of 80% for the performance period had to be achieved. The “Customer Satisfaction Score” for the performance period is calculated by survey scores received from home closings that occurred from December 2021 through November 30, 2022. For 2022, the Customer Satisfaction Score achieved was 81.2%.

We selected each performance metric and goal in our 2022 annual bonus program to target performance across multiple levels of our business. The table below sets forth each of the performance metrics used in our 2022 bonus program and the objective for selecting such metric.

 

  Metric    Objectives

   Order Book and Closings

  

  An operational metric that measures our ability, and incentivizes our executives, to grow our core business

   Home Sales Gross Margin

  

  Encourages our executives to balance the price of our homes with costs and the pace at which we sell and construct them

   Customer Satisfaction Score

  

  A measurement of customer experience

 

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  COMPENSATION DISCUSSION AND ANALYSIS    

 

Bonus Payments

Actual cash incentive bonus amounts for each of our named executive officers for the performance period based on actual achievement of Company performance targets under both our annual bonus program and our profit sharing program are set forth below and were paid on March 3, 2023.

 

     

2022 Annual Bonus Program

2022 Target Bonus Opportunity

 
  Executive Officer    Aggregate
Base Salary
Paid in
Performance
Period
($)
    % Base
Salary
    Annual
Target
Bonus
($)
 

Sheryl D Palmer

   $ 1,000,000       250   $ 2,500,000  

Louis Steffens

   $ 575,000       150   $ 862,500  

Darrell C. Sherman

   $ 500,000       150   $ 750,000  
      
      2022 Annual Bonus Program
2022 Bonuses Paid
 
  Executive Officer    Performance
Period
Actual
Attainment
Percentage
           Earned
Annual
Bonus ($)
 

Sheryl D Palmer

     90     $ 2,250,000  

Louis Steffens

     90     $ 776,250  

Darrell C. Sherman

     90           $ 675,000  

2022 Profit Sharing Bonus Program

Similar to 2021, for 2022, our compensation committee approved a profit sharing program to further motivate and to provide an additional meaningful compensation opportunity to our corporate and field leadership teams, including our named executive officers for delivering extraordinary results by exceeding our profit and margin goals. Under the program, each of our named executive officers was eligible for a cash bonus based upon the Company’s achievement of certain performance targets, which in 2022 included earnings before taxes (EBT) and home sales gross margin. The EBT and home sales gross margin objectives were based on our annual growth objectives and approved by the compensation committee with input from members of our senior management at the beginning of the fiscal year. Under the profit sharing program, each named executive officer was eligible to receive an additional bonus up to 110% of their annual target bonus opportunity under our 2022 annual bonus program if the Company achieved specified home sales gross margin and EBT performance goals. There is no payout under the 2022 profit sharing program if either the target home sales gross margin or the EBT performance goals are not achieved. The profit sharing program bonus opportunities for each of our named executive officers is set forth in the table below:

 

  Name    2022 Profit Sharing Program
Bonus Opportunity(1)
 

Sheryl D. Palmer

   $ 2,750,000  

Louis Steffens

   $ 948,750  

Darrell C. Sherman

   $ 825,000  

 

  (1)

Calculated by multiplying annual rate of base salary for 2022, by annual target bonus percentage under the 2022 annual bonus program, by 110%.

For the NEOs to receive a maximum bonus opportunity under the profit sharing program for 2022, the Company had to exceed its EBT plan target of $1.475 billion by $110 million to over $1.585 billion and realize a home sales gross margin greater than 25.06%. For 2022, the Company realized EBT of $1.39 billion and a home sales gross margin of 25.2%.

Despite achieving a record year for EBT and margin growth, due to the sudden market downturn related to the multiple increases in home loan interest rates, the Company did not achieve the level of 2022 EBT necessary for the NEOs to receive a payout under the profit sharing portion of the plan.

 

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    COMPENSATION DISCUSSION AND ANALYSIS  

 

Long-Term Incentives—Equity Based

Philosophy. As mentioned earlier, we believe that equity awards are an important component of our executive compensation programs. Equity compensation aligns our executives’ and stockholders’ interests by linking rewards with achievement of return to our stockholders based on our long-term growth plan. Our equity compensation programs are designed to foster a long-term commitment to us by our named executive officers, provide a balance to the short-term cash components of our compensation programs and reinforce our pay-for-performance structure.

Overview. Equity-based compensation awards to our named executive officers in 2022 consisted of the following:

 

   

Options to purchase our common stock, upon satisfaction of service vesting conditions, granted under the 2013 Omnibus Plan. Stock options are intended to reward absolute stock appreciation and have no value unless the Company’s stock price increases above the stock price on the grant date;

 

   

Service-vesting RSUs, representing the right to receive, upon satisfaction of service vesting conditions, shares of our common stock, granted under the 2013 Omnibus Plan. The ultimate value of RSUs is tied to the future value of the Company’s stock price at future service-vesting dates, providing alignment with stockholder expectations for value creation over time. We also believe that service vesting RSUs provide a strong retention device for our key leaders; and

 

   

Performance-vesting RSUs, representing the right to receive, upon satisfaction of performance conditions, shares of our common stock, granted under the 2013 Omnibus Plan. These conditional RSUs may only be earned if the Company successfully executes on multi-year performance objectives that encourage long-term stockholder value creation and the named executive officer remains with the Company over the entire performance period.

A more detailed discussion of the terms of these awards follows.

Equity Awards

All equity awards issued to our named executive officers have been made pursuant to the terms of the 2013 Omnibus Plan. Awards granted under the 2013 Omnibus Plan are subject to the terms and conditions established by the compensation committee in the applicable award agreement and need not be the same for each participant. To date, all stock options granted under the 2013 Omnibus Plan have a term of ten years. Generally, equity awards are granted to our eligible employees, including our named executive officers, in connection with our annual award process. Equity awards are generally made in the first quarter of the year, on a consistent schedule shortly following the public release of our annual earnings.

2022 Equity Awards

The compensation committee determined that, like previous years, the annual equity grant for 2022 should include a mix of stock options and RSUs, a portion of which RSUs are subject to service vesting conditions and a portion of which are subject to performance vesting conditions. For 2022, the mix of equity awards remained highly performance-based thus providing alignment with stockholders on long-term value creation and also continuing to encourage retention.

In February 2022, the compensation committee approved annual equity awards for our employees, including our named executive officers. Based on recommendations from Semler Brossy, reviewing compensation practices of public companies generally, reviewing compensation practices of our peer group, and consideration of other factors deemed appropriate, the compensation committee decided to grant long-term incentive equity awards for 2022 as follows: 40% of the annual grant was awarded in the form of performance vesting RSUs (“Performance RSUs”), which vest based on the Company’s return on net assets (“RONA”) and a relative TSR modifier, as described below; 40% of the annual grant was awarded in the form of service vesting RSUs (“Service RSUs”); and 20% of the annual grant was awarded in the form of service vesting nonqualified stock options.

The Performance RSUs are eligible to vest based on performance over a three-year period (with performance goals for each calendar year during the performance period applicable to each award tranche), and will be payable (or settled) in shares of our common stock as soon as practicable following the date that the compensation committee determines and certifies the applicable level of performance achieved following the end of such three-year performance period, subject to continued employment through such certification date.

 

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  COMPENSATION DISCUSSION AND ANALYSIS    

 

Performance RSUs based on a RONA performance goal are eligible to vest based upon our achievement of RONA over a three-year performance period beginning on January 1, 2022, and ending on December 31, 2024, subject to the named executive officer’s continued employment through the date that the compensation committee determines and certifies the applicable level of performance achieved for the fiscal 2024 tranche. RONA for this purpose is calculated as the quotient of (x) our net income from continuing operations in each of fiscal 2022, fiscal 2023, and fiscal 2024, respectively, divided by (y) our net average assets in each of fiscal 2022, fiscal 2023, and fiscal 2024, respectively (using our net asset balances (i.e., total assets less cash and less total liabilities) at the beginning and end of fiscal 2022, fiscal 2023 and fiscal 2024, respectively). The levels of RONA performance that will result in an award of the “threshold,” “target” or “maximum” number of shares under these Performance RSUs are as shown in the following table, with linear interpolation used in the event that the actual results do not fall directly on one of the performance levels. If RONA is below the threshold, no Performance RSUs based on RONA will vest.

 

  Performance Level    2022 RONA
Performance Goal
    Attainment
Percentage(1)
 

 

Threshold

  

 

 

 

20

 

 

 

 

 

50

 

 

Target

  

 

 

 

22

 

 

 

 

 

100

 

 

Maximum

  

 

 

 

24

 

 

 

 

 

200

 

 

  (1)

Number of shares earned for each tranche is calculated by multiplying the attainment percentage by one-third of the target number of shares subject to the award.

For the avoidance of doubt, while performance is measured with respect to each fiscal year during the performance period, the Performance RSUs based on RONA that are earned generally will not vest until the third anniversary of the grant date.

The 2022 Performance RSUs also have a “catch-up” feature for 2022 and 2023 to enhance the incentive power of the award through the entire performance period, allowing for the ability to recapture up to target level performance if achievement over target levels are met in subsequent years. This feature provides that if the actual RONA achieved for 2022 or 2023 is less than the target RONA for such year, the named executive officer will have the opportunity to catch-up in the subsequent year up to a maximum of 100% of the target RONA for 2022 and 2023. In order for the catch-up feature to apply, actual 2023 and/or 2024 results must exceed target levels by the amount necessary that, when added to the prior year’s achievement, will equal or exceed target level results. In no event will the catch-up result in a RONA payout factor in excess of 100% (prior to application of the TSR Modifier) for any year in which the target RONA was initially missed.

The 2022 Performance RSUs are also subject to an additional adjustment of -20% or +20%, based on the Company’s relative TSR performance (the “TSR Modifier”), as shown in the following chart:

 

  Relative TSR Performance     TSR Modifier

75th percentile

  

+20% (Payout Factor increased by 20%)

25th percentile, but <75th percentile

  

0% (No adjustment to the Payout Factor)

<25th percentile

  

-20% (Payout Factor decreased by 20%)

After the end of the performance period, we will (i) calculate the total shareholder return (“TSR”) for the Company and for each company included in our peer group (as described above) at the time of such calculation, (ii) rank each such company by TSR (lowest to highest), and (iii) determine the percentile rank of the Company’s TSR in such ranking to come up with our relative TSR performance for the performance period.

The TSR Modifier is applied at the end of the three-year performance period. Notwithstanding the preceding, if our TSR is negative, then the maximum RONA payout factor that may be achieved is “target” (i.e., not more than a 100% adjusted payout factor). The number of earned RONA PSUs will not be determinable until the conclusion of the performance period when the TSR Modifier has been calculated.

The compensation committee selected these performance measures, RONA and relative TSR, for our 2022 long-term incentive program as it believes they best align with our current stockholder interests of strong financial performance and increased profitability per share. Additionally, RONA assessed from absolute measurement approach, thereby providing an internal performance perspective. Relative TSR provides an external performance perspective and encourages our executives to drive Company growth, stimulate high performance, and build long-term stockholder

 

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value. Finally, the measures assess performance over three years, linking compensation opportunity to performance over an extended period.

The Service RSUs granted as part of the 2022 long-term incentive compensation program vest over a three-year period, with approximately 33 1/3% of the RSUs granted vesting on each of the first, second and third anniversaries of the grant date, subject to continued employment through the applicable vesting date, and will be payable in shares of our common stock.

The nonqualified stock options granted as part of the 2022 long-term incentive compensation program vest over a four-year period, with approximately 25% of the stock options granted vesting on each of the first, second, third, and fourth anniversaries of the grant date, subject to continued employment through the applicable vesting date. Stock options are granted at an exercise price equal to the fair market value (the closing price on the NYSE) of our common stock on the grant date.

The table below shows the long-term incentive award opportunities established by the compensation committee relating to the 2022 long-term incentive compensation program. The compensation committee determined, following a review of peer data, that no changes to the target long-term incentive opportunities for Ms. Palmer and Messrs. Steffens and Sherman were necessary for 2022.

Award Opportunity Under 2022 Long-Term Incentive Program

 

  Name    Base
Salary
     Target as % of
Base Salary
    Target Long-Term
Incentive Opportunity
 

Sheryl D. Palmer

  

$

1,000,000

 

  

 

550

 

$

5,500,000

 

Louis Steffens

  

$

575,000

 

  

 

225

 

$

1,293,750

 

Darrell C. Sherman

  

$

500,000

 

  

 

160

 

$

800,000

 

On February 11, 2022, each of our named executive officers were granted the following equity awards under the 2013 Omnibus Plan and pursuant to our 2022 long-term incentive program:

 

  Name    Options
(#)(1)
     Service-
based
RSUs
(#)
     RONA
Performance
RSUs (#)
 

Sheryl D. Palmer

  

 

111,562

 

  

 

75,653

 

  

 

75,653

 

Louis Steffens

  

 

26,242

 

  

 

17,796

 

  

 

17,796

 

Darrell C. Sherman

  

 

16,227

 

  

 

11,004

 

  

 

11,004

 

 

  (1)

Stock options have an exercise price of $29.08 per share of common stock.

The actual number of awards granted were calculated by dividing the target long term incentive opportunity by the fair market value on grant date for both Service RSUs and Performance RSUs and the calculated Black Scholes value for stock options. For further information on the 2022 long-term incentive awards granted to our named executive officers, see the “Grants of Plan-Based Awards” table below.

2022 Performance Determinations With Respect to Outstanding Equity Awards

2020 Performance RSUs

In fiscal 2020, we granted our named executive officers Performance RSUs, half of which vested based on the Company’s earnings before taxes (“EBT”) and a relative TSR modifier, and half of which vest based on the Company’s EBT margin (“EBT Margin”) and a relative TSR modifier.

Performance RSUs based on the EBT and EBT Margin performance goals were eligible to vest based upon our achievement of these measures over a three-year performance period beginning on January 1, 2020 and ending on December 31, 2022, subject to the named executive officer’s continued employment through the date that the compensation committee determines and certifies the applicable level of performance achieved. The levels of EBT and EBT Margin performance that would result in an award of the “threshold,” “target” or “maximum” number of shares

 

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under these Performance RSUs are as shown in the following tables, with linear interpolation used in the event that the actual results do not fall directly on one of the performance levels. If both EBT and EBT Margin are below the threshold, no shares will vest.

 

  Performance Level    2020 EBT
Performance Goal
   2021 EBT
Performance Goal
   2022 EBT
Performance Goal
   Attainment
Percentage(1)

Threshold

   $300 million    $675 million    $750 million    50%

Target

   $330 million    $715 million    $790 million    100%

Maximum

   $360 million    $750 million    $830 million    200%

 

  (1)

Number of shares earned for each tranche is calculated by multiplying the attainment percentage by one-sixth of the target number of shares subject to the award.

 

  Performance Level    2020 EBT Margin
Performance Goal
   2021 EBT Margin
Performance Goal
   2022 EBT Margin
Performance Goal
   Attainment
Percentage(1)

Threshold

   5.45%    9.4%    10.3%    50%

Target

   5.85%    9.9%    10.8%    100%

Maximum

   6.25%    10.4%    11.4%    200%

 

  (1)

Number of shares earned for each tranche is calculated by multiplying the attainment percentage by one-sixth of the target number of shares subject to the award.

In February 2023, our compensation committee certified the 2022 EBT Performance Goal to be achieved at $1.387 billion, resulting in an attainment percentage of 200%. In February 2023, our compensation committee also certified the 2022 EBT Margin Performance Goal to be achieved at 16.9%, resulting in an attainment percentage of 200%. The attainment percentage for each of the 2020 and 2021 tranches of the 2020 Performance RSUs were previously certified by our compensation committee in 2021 and 2022, respectively, as previously disclosed. Further, in February 2023, our compensation committee certified that no adjustment to the attainment percentages was applicable based on the TSR Modifier (as the Company’s relative TSR performance for the three-year period ending December 31, 2022 placed it in the 66th percentile).

Based on these results, our named executive officers earned the number of Performance RSUs set forth in the following table:

 

  Name   

2020
Tranche

EBT & EBT Margin
Performance
RSUs
Actually Earned

    

2021
Tranche

EBT & EBT Margin
Performance
RSUs
Actually Earned

    

2022
Tranche

EBT & EBT Margin
Performance
RSUs
Actually Earned

        

Sheryl D. Palmer

     29,164        40,548        40,670    

Lou Steffens

     7,656        10,644        10,676    

Darrell Sherman

     5,541        7,704        7,728          

2021 Performance RSUs

In February 2023, our compensation committee certified the 2022 RONA Performance Goal for the 2021 Performance RSU award to be achieved at 29.7% resulting in an initial attainment percentage for the 2022 tranche of 200%. The initial attainment percentage for the 2022 tranche is not final and is subject to further adjustment (upward or downward) at the conclusion of the three-year performance period based on the applicable TSR Modifier as described further above.

2022 Performance RSUs

In February 2023, our compensation committee certified the 2022 RONA Performance Goal for the 2022 Performance RSU award to be achieved at 29.7% resulting in an initial attainment percentage for the 2022 tranche of 200%. The initial attainment percentage for the 2022 tranche is not final and is subject to further adjustment (upward or downward) at the conclusion of the three-year performance period based on the applicable TSR Modifier as described further above.

 

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Long-Term Incentives—Cash

Build to Rent Incentive Plan

On December 1, 2020, the compensation committee approved the Build to Rent Incentive Plan (the “BTR Incentive Plan”), a project-based cash bonus plan for certain of our employees. Ms. Palmer and Messrs. Steffens and Sherman are each currently eligible participants in the BTR Incentive Plan.

The BTR Incentive Plan establishes a bonus pool for each project (or group of projects) that will be funded based on the percentage of EBT achieved by the Company in connection with the completion of the sale of each build to rent project. Each bonus pool will be divided into three sub-pools: a division bonus pool (for eligible division participants), a corporate bonus pool (for eligible corporate participants) and a discretionary bonus pool (generally, for employees who are not otherwise specifically designated as participants in the BTR Incentive Plan, but who contributed in a meaningful way to the build to rent project). Unless otherwise determined by the compensation committee, it is not contemplated that bonuses would be payable in respect of any project which does not achieve an EBT level to the Company of at least 10%. The amount of the bonus pool to be funded for each project will range from 15% up to 25% of the achieved EBT for such project. Each participant’s share of the applicable project bonus sub-pool will be determined based on the relative amount of his or her annual target bonus among all the participants in that sub-pool, weighted by a factor specified by the compensation committee to reflect the participant’s relative contribution to the project. Bonuses may be prorated if the participant was not involved in the specific project for the entire project period. Participants and their applicable share of the project bonus pool may vary for each build to rent project.

The land acquisition and initial planning for the inaugural BTR project occurred in 2019. After a little over three years, this project was sold in December 2022 and delivered a higher than anticipated EBT of 23%. The success of this project was largely due to the timing of the land acquisition and is anticipated to be a top performer in the current portfolio. Bonus payouts for the NEOs related to this project were delivered in January 2023, as set forth in the chart below.

 

  Name    BTR Incentive
Amount
 

Sheryl D. Palmer

   $ 370,648  

Louis Steffens

   $ 200,000  

Darrell C. Sherman

   $ 261,194  

Other Program Attributes

Stock Ownership & Retention Requirements (Executive Officers)

The compensation committee believes it is important for key members of our senior management team and directors to build and maintain a long-term ownership position in our Company, to further align their financial interests with those of our stockholders and to encourage the creation of long-term value. Our compensation structure for these individuals provides for a significant percentage of compensation to be equity-based, which places a substantial portion of compensation at risk over a long-term period.

In March 2018, our board of directors adopted stock ownership and retention guidelines that require our executive officers to own shares of our common stock having an aggregate value no less than the following:

 

  Position    Share Ownership Guideline

Chief Executive Officer

 

  

6 x annual base salary

 

Other Executive Officers

 

  

2 x annual base salary

 

Generally, our executive officers must achieve the required ownership level within four years from the date that he or she first became an executive officer; however, with respect to our executive officers who were serving as of March 2018, such executive officers had until March 2022 to achieve the required minimum ownership level. Until the minimum ownership level is attained, executive officers must retain at least 50% of their equity, on a net, after-tax basis, in the Company (e.g., all forms of equity of the Company or convertible or exercisable into equity of the Company, whether vested or unvested, owned or beneficially owned, including stock option and restricted stock units granted under the under the 2013 Omnibus Plan). As of December 31, 2022, all of our executive officers met the minimum ownership guidelines.

 

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See “Director Compensation—Stock Retention Policy” for additional information relating to our equity ownership policy for non-employee directors.

Anti-Hedging Policy

We have an anti-hedging policy in place that is applicable to all employees (including our executive officers and directors), prohibiting purchases of our stock on margin, calls or similar options on our stock, or selling our stock short.

Clawback Policies

Under our bonus clawback policy, we may recover all or part of any incentive annual cash bonus compensation awarded or paid to these employees in the event that we determine that our financial results must be restated to correct an accounting error due to material financial restatement, where our board of directors determines that fraud or misconduct led to the need for such restatement and where cash bonuses paid for the years subject to restatement would have been materially lower. In addition, if an equity plan participant receives an amount in excess of what should have been received under the terms of the award due to material noncompliance by the Company with any financial reporting requirement under the U.S. securities laws, any mistake in calculations or other administrative error, then the award will be cancelled with respect to any excess value, and the individual must promptly repay to us any such amount already received.

Our equity-based awards provide that all vested equity-based awards will be forfeited by our executives automatically upon a breach by them of any of the post-employment restrictive covenants (e.g., non-competes) to which they are subject. The executive would also be responsible for damages suffered by us in connection with any such breach. We view this recovery of awards feature as a necessary element of our equity-based program as it deters competitive activities that would likely cause significant harm to our business.

In addition, we reserve the right to adopt any additional clawback policies as may be necessary to protect our compensation policies and objectives and as may be required by law.

Employee Benefits and Perquisites

We provide a number of benefit plans to all eligible employees, including our named executive officers. These benefits include programs such as medical, dental, life insurance, business travel accident insurance, short-and long-term disability coverage, a 401(k) defined contribution plan and a home purchase rebate program providing employees with a 5.5% rebate on purchases of homes built by us.

Employees who have been with us since on or before December 31, 2010, including certain of our named executive officers, were eligible to accrue pension benefits under a cash balance pension plan, which was frozen to new accruals and participants as of December 31, 2010. Under this plan, prior to 2011, our predecessor company contributed a specified percentage of each employee’s salary each quarter (generally based on the participant’s age) to the participant’s account balance, and employees vested in their accounts after five years of service. For further information on pension benefits for our named executive officers, see the “Pension Benefits” table below.

Perquisites for our named executive officers are limited to monthly auto allowances and Ms. Palmer and Mr. Steffens are permitted occasional approved personal use of a rented jet chartered by the Company, which is treated as a taxable benefit. While perquisites help to provide competitive total compensation packages to the named executive officers in a cost-efficient manner by providing a benefit with a high perceived value at a relatively low cost, we do not generally view perquisites as a material component of our executive compensation programs. In the future, we may provide additional or different perquisites or other personal benefits in limited circumstances, such as where we believe doing so is appropriate to assist an individual in the performance of his or her duties, to make our executive officers more efficient and effective and for recruitment, motivation and/or retention purposes.

Employment Agreements

Each of Ms. Palmer and Messrs. Steffens and Sherman is party to an employment agreement with Taylor Morrison, Inc., which specifies the terms of the executive’s employment including certain compensation levels and is intended to assure us of the executive’s continued employment and provide stability in our senior management team. In addition to the terms of the employment agreements described under the heading “—Employment Agreements” which

 

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follows the “Summary Compensation Table” below, each employment agreement provides salary continuation and other benefits in the event of certain terminations of employment.

In July 2022, these employment agreements were each amended to modify the severance amount payable in connection with a CIC Qualifying Termination, to include a prorated portion of the annual profit sharing program bonus for the year of termination of employment, based on actual performance for such year, and payable if and when annual profit sharing program bonuses are normally paid. See “Potential Payments upon Termination of Employment or Change in Control” for a discussion of severance and change in control payments payable to our named executive officers pursuant to their employment agreements.

Accounting Matters

Each element of the compensation paid to our executives is expensed in our financial statements as required by U.S. generally accepted accounting principles. The financial statement impact of various compensation awards is an important factor that the compensation committee considers in determining the amount, form and design of each pay component for our named executive officers, but it is only one of many factors considered in setting such compensation.

Certain Tax Matters

Section 162(m) of the Code

For income tax purposes, public companies may not deduct any portion of compensation that is in excess of $1 million paid in a taxable year to certain “covered employees,” including our NEOs, under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). Once an individual becomes a “covered employee” under Section 162(m) of the Code, all current and future compensation to these individuals will remain subject to the limitation under Section 162(m) of the Code.

These tax effects are only one factor considered by our compensation committee when entering into compensation arrangements. Our compensation committee believes that it should not be constrained by the requirements of Section 162(m) of the Code if those requirements would impair flexibility in compensating our executive officers in a manner that can best promote our corporate objectives. We intend to continue to compensate our executive officers in a manner consistent with the best interests of our stockholders and reserve the right to award compensation that may not be deductible under Section 162(m) of the Code where the Company believes it is appropriate to do so.

Section 280G of the Code

Section 280G of the Code disallows a tax deduction with respect to certain payments to executives of companies that undergo a change in control, and Section 4999 of the Code imposes a 20% penalty on the individual receiving “excess parachute payments.” Generally, parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans, including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G based on the executive’s prior compensation.

The employment agreements with Ms. Palmer and Messrs. Steffens and Sherman each provide that, to the extent the executive would be subject to Section 280G or 4999 of the Code, the executive’s parachute payments would be reduced to the extent that no portion of the payment shall be subject to the excise tax, but only if the executive’s net after-tax benefit would exceed what the net after-tax benefit would have been if such reduction were not made, and the executive paid the applicable excise tax. We do not provide any gross ups for excise or other penalty taxes related to compensation paid to any of its executives, including our named executive officers.

 

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Compensation Committee Report

The compensation committee reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with our management. Based on its reviews and discussion with management, the compensation committee recommended to the board of directors, and the board of directors approved, that the Compensation Discussion and Analysis be included in this Proxy Statement for the Taylor Morrison Home Corporation 2023 Annual Meeting of Stockholders and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2022.

 

COMPENSATION COMMITTEE

Anne L. Mariucci (Chair)

Peter Lane

Andrea Owen

 

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Summary Compensation Table

 

The following table summarizes the compensation earned by, or awarded or paid to, each of our named executive officers for the years ended December 31, 2022, 2021 and 2020.

 

  Name and Principal Position  

Year

 

   

Salary

($)

 

   

Bonus
($)

 

   

Stock
Awards
($)(1)

 

   

Option
Awards
($)(2)

 

   

Non-Equity
Incentive Plan
Compensation
($)(3)

 

   

Change in
Pension

 

Value and
Nonqualified
Deferred
Compensation
Earnings

($)(4)

   

All Other
Compensation
($)(5)

 

   

Total
($)

 

 
  Sheryl D. Palmer     2022       1,000,000         4,399,978       1,100,001       2,250,000             45,592       8,795,572  
  President, Chief Executive     2021       1,000,000             4,400,022       1,100,002       5,500,000       772       62,681       12,063,477  

Officer and Chairman of the Board of Directors

 

   

 

2020

 

 

 

   

 

1,000,000

 

 

 

   

 

 

 

 

   

 

3,200,010

 

 

 

   

 

3,800,003

 

 

 

   

 

2,331,000

 

 

 

   

 

8,884

 

 

 

   

 

37,892

 

 

 

   

 

10,377,789

 

 

 

  Lou Steffens     2022       575,000             1,035,015       258,746       776,250             39,255       2,684,266  
  Executive Vice President and                  

  Chief Financial Officer

 

                 
  Darrell C. Sherman     2022       500,000         639,993       159,998       675,000         21,891       1,996,882  
  Executive Vice President, Chief     2021       500,000             639,975       159,998       2,062,500         25,713       3,388,186  

  Legal Officer and Secretary

 

   

 

2020

 

 

 

   

 

491,867

 

 

 

   

 

 

 

 

   

 

608,014

 

 

 

   

 

151,998

 

 

 

   

 

853,983

 

 

 

   

 

2,530

 

 

 

   

 

18,909

 

 

 

   

 

2,127,301

 

 

 

(1)

The amounts shown in this column are the aggregate grant date fair values, assuming no risk of forfeiture, calculated in accordance with FASB ASC Topic 718 for Performance RSUs and Service RSUs granted during the applicable year using the assumptions discussed in Note 12 to our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The grant date fair value of the Service RSU awards was calculated using the closing price of our common stock on the grant date multiplied by the number of shares underlying the Service RSU award. The grant date fair value of the Performance RSUs to be earned was calculated using grant date fair value on the grant date based on probable outcome of performance.

If the grant date fair value of the 2022 Performance RSUs were determined assuming maximum level of performance achievement at the end of the three-year performance period, determined at the time of grant (220% of the target award, which assumes application of a +20% TSR modifier), the above amounts would be increased by the following: Ms. Palmer—$2,639,987, Mr. Steffens—$621,009 and Mr. Sherman—$383,996.

 

(2)

The stock-based compensation amounts shown in this column reflect the aggregate grant date fair value, assuming no risk of forfeiture, of stock option awards calculated in accordance with FASB ASC Topic 718. We use the Black-Scholes option pricing model to estimate the fair value of stock options granted, which requires the input of both subjective and objective assumptions. The assumptions used in the valuation of stock-based awards are discussed in Note 12 to our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

 

(3)

The amounts reported in this column were earned under our annual cash incentive bonus program for the applicable year, which is described above (see “Compensation Discussion and Analysis—Key Elements of Our Executive Compensation Programs—Overview—Annual Cash Incentive Bonuses”).

 

(4)

These amounts do not represent realized compensation; rather, they represent an actuarial adjustment to the present value of accumulated benefits under our Taylor Morrison Cash Balance Pension Plan from the pension plan measurement date used for financial statement reporting purposes with respect to our audited financial statements for the applicable fiscal year to the pension plan measurement date used for financial statement reporting purposes with respect to our audited financial statements for the applicable fiscal year. For Mr. Sherman and Mr.Steffens the value of the accumulated benefits decreased in 2022 by $3,440, and $21,527 respectively. For Ms. Palmer, the value of the accumulated benefits decreased in 2022 by $7,861. See below under the heading “Pension Benefits” for additional details.

 

(5)

For each of our named executive officers, “All Other Compensation” for 2022 consists of the payments that are shown in the table below:

 

  Name

 

          

401(k)
Company Match
($)

 

    

Company Paid
Life Insurance
Premiums

($)

 

    

Auto
Allowance
($)

 

    

Perquisites(a)
($)

 

    

Total  
($)  

 

 

Sheryl D. Palmer

     2022        13,725        966        14,400        16,501        45,592    

Lou Steffens

     2022        8,423        966        10,800        19,067        39,255    

Darrell C. Sherman

     2022        13,725        966        7,200        0        21,891    

 

  (a)

This amount includes taxable benefits for the occasional approved personal use of a rented jet chartered by the Company.

 

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  COMPENSATION DISCUSSION AND ANALYSIS    

 

Grants of Plan-Based Awards

 

The following table summarizes awards under our annual cash incentive bonus program, annual profit sharing program and awards granted under the 2013 Omnibus Plan as part of our 2022 long-term incentive plan to each of our named executive officers in the year ended December 31, 2022. All numbers have been rounded to the nearest whole dollar or share.

 

  Name and

  Type of Award

        

 

Estimated Future

Payouts Under

Non-Equity Incentive

Plan Awards(1)

   

 

Estimated Future

Payouts Under

Equity Incentive

Plan Awards(2)

   

All
Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#)

 

   

All Other
Option
Awards:
Number of
Securities
Underlying
Options

(#)

 

   

Exercise or
Base Price
of Option
Awards
($/sh)

 

   

Grant Date
Fair Value
of Stock
and
Option
Awards
($)(3)

 

 
 

Grant Date

 

   

Threshold
($)

 

   

Target
($)

 

   

Maximum
($)

 

   

Threshold
(#)

 

   

Target

(#)

 

   

Maximum
(#)

 

 

  Sheryl D. Palmer

                     

2022 Annual Bonus Program

      400,000       2,500,000       3,750,000                

2022 Profit Sharing Program(4)

        2,750,000                  

Options(5)

    2/11/2022                     111,562       29.08       1,100,001  

Service RSUs(5)

    2/11/2022                   75,653           2,199,989  

Performance RSUs(5)(6)

    2/11/2022             22,696            75,653       166,437             2,199,989  

  Lou Steffens

                     

2022 Annual Bonus Program

      230,000       862,500       1,293,750                

2022 Profit Sharing Program(4)

        948,750                  

Options(5)

    2/11/2022                     26,242       29.08       258,746  

Service RSUs(5)

    2/11/2022                   17,796           517,507  

Performance RSUs(5)(6)

    2/11/2022             5,339       17,796       39,151             517,507  

  Darrell C. Sherman

                     

2022 Annual Bonus Program

      200,000       750,000       1,125,000                

2022 Profit Sharing Program(4)

        825,000                  

Options(5)

    2/11/2022                     16,227       29.08       159,998  

Service RSUs(5)

    2/11/2022                   11,004           319,996  

Performance RSUs(5)(6)

    2/11/2022                               3,301       11,004       24,209                               319,996  

 

(1)

Under our 2022 annual bonus program, each named executive officer is eligible to receive an annual cash incentive bonus for the fiscal year, the amount of which will vary depending on the degree of attainment of certain performance goals, as described in “Compensation Discussion and Analysis—Key Elements of Our Executive Compensation Programs—Overview—Annual Cash Incentive Bonuses—2022 Annual Bonus Program.” Under our 2022 profit sharing bonus program, each named executive officer is eligible to receive an annual profit sharing bonus for the fiscal year if the Company attains certain performance goals, as described in “Compensation Discussion and Analysis—Key Elements of Our Executive Compensation Programs—Overview—Annual Cash Incentive Bonuses—2022 Profit Sharing Bonus Program.” These columns show the potential amount of the bonus if performance goals were attained at certain threshold, target or stretch (maximum) levels. Note that for the 2022 annual bonus program, the “threshold” amount assumes that the only performance goal achieved (at the threshold level) was the goal that accounts for the least weight in our calculation of the Actual Attainment Percentage when achieved at the threshold level.

 

(2)

Amounts reflect the Performance RSUs granted under our 2022 long-term incentive program. Performance RSUs will be eligible to vest at the end of the three-year performance period based upon the Company’s performance against RONA goals, subject to the named executive officer’s continued employment through the date after the performance period that the compensation committee determines and certifies the applicable level of performance achieved. The threshold amounts shown reflect the number of shares which will be delivered assuming that threshold attainment is met for the performance goals, including application of a -20% TSR modifier. The maximum amounts shown reflect the number of shares which will be delivered assuming maximum attainment against performance goals, including application of a +20% TSR modifier. Please refer to the “Compensation Discussion and Analysis—Key Elements of Our Executive Compensation Programs—Overview—Long-Term Incentives—Equity Based—2022 Equity Awards” for additional information.

 

(3)

Amounts in this column show the grant date fair value of the stock options, Service RSU awards and Performance RSU awards granted to our named executive officers using the assumptions discussed in Note 12 to our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The stock options have an exercise price per share equal to the closing price of the Company’s common stock as reported on the NYSE on the date of grant. The grant date fair value of the

 

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Performance RSU awards were computed in accordance with FASB ASC Topic 718 based upon the probable outcome of the performance conditions as of the grant date.

 

(4)

Represents the payout opportunity under the 2022 Profit Sharing Program, which is equal to 110% of each named executive officer’s annual target bonus opportunity under our annual bonus program with respect to 2022.

 

(5)

Amounts represent grants of stock options, Service RSUs and Performance RSUs with respect to our annual long-term incentive plan.

 

(6)

Represents Performance RSUs which vest subject to our RONA with a relative TSR Modifier.

Employment Agreements

Sheryl D. Palmer

Ms. Palmer is party to an amended and restated employment agreement with Taylor Morrison, Inc. dated October 12, 2021, as amended on July 26, 2022, pursuant to which she serves as our President and Chief Executive Officer. Ms. Palmer’s employment agreement provides that her employment under the terms of the employment agreement will continue in effect until it is terminated by us or by her. Under her employment agreement, Ms. Palmer receives an annual base salary of $1,000,000, which is subject to review and adjustment from time to time. In addition, she is eligible to receive an annual cash bonus based on the attainment of objective financial and/or other subjective or objective criteria. For 2022, Ms. Palmer’s target annual bonus was 250% of base salary under our annual bonus program. In December 2021, the compensation committee approved an increase to Ms. Palmer’s target annual bonus to 250% of base salary for the 2022 annual bonus program. Pursuant to the terms of her employment agreement, Ms. Palmer is eligible to receive equity-based compensation awards from time to time, as determined by our board of directors or our compensation committee in its sole discretion. Ms. Palmer currently participates in our long-term incentive plan, and for 2022 was eligible to receive long-term incentive awards with a target value equal to 550% of her base salary. She is also eligible to participate in the employee benefit plans, programs, and arrangements of the Company in effect from time to time, in accordance with their terms, including, without limitation, retirement, medical and welfare benefits.

Ms. Palmer’s employment agreement provides for certain severance benefits to be paid in the event of employment termination in certain circumstances, as well as post-termination restrictive covenant provisions, which are described below under “—Potential Payments upon Termination or Change in Control—Severance Payments and Benefits under Employment Arrangements with Named Executive Officers”

Lou Steffens

Mr. Steffens is party to an amended and restated employment agreement with Taylor Morrison, Inc. dated October 12, 2021, as amended on July 26, 2022, pursuant to which he serves as our Executive Financial Officer. Mr. Steffens’ employment agreement provides that his employment under the terms of the employment agreement will continue in effect until it is terminated by us or by him. Under his employment agreement, Mr. Steffens receives an annual base salary of $575,000, which is subject to review and adjustment from time to time. In addition, he is eligible to receive an annual cash bonus based on the attainment of objective financial and/or other subjective or objective criteria. Mr. Steffens’ target annual bonus is currently 150% of base salary under our annual bonus program. Pursuant to the terms of his employment agreement, Mr. Steffens is eligible to receive equity-based compensation awards from time to time, as determined by our board of directors or our compensation committee in its sole discretion. Mr. Steffens currently participates in our long-term incentive plan, and for 2022 was eligible to receive long-term incentive awards with a target value equal to 225% of his base salary. He is also eligible to participate in the employee benefit plans, programs, and arrangements of the Company in effect from time to time, in accordance with their terms, including, without limitation, retirement, medical and welfare benefits.

Mr. Steffens’ employment agreement provides for certain severance benefits to be paid in the event of employment termination in certain circumstances, as well as post-termination restrictive covenant provisions, which are described below under “—Potential Payments upon Termination or Change in Control—Severance Payments and Benefits under Employment Arrangements with Named Executive Officers.”

See “Compensation Discussion and Analysis—Annual Cash Incentive Bonuses” and “Compensation Discussion and Analysis—Long-Term Incentives—Equity Based” for additional details regarding the grants made to each of our named executive officers under the terms of our short-term and long-term incentive compensation programs.

 

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Darrell C. Sherman

Mr. Sherman is party to an amended and restated employment agreement with Taylor Morrison, Inc. dated October 12, 2021, as amended on July 26, 2022, pursuant to which he serves as our Executive Vice President and Chief Legal Officer. Mr. Sherman’s employment agreement provides that his employment under the terms of the employment agreement will continue in effect until it is terminated by us or by him. Under his employment agreement, Mr. Sherman receives an annual base salary of $500,000, which is subject to review and adjustment from time to time. In addition, he is eligible to receive an annual cash bonus based on the attainment of objective financial and/or other subjective or objective criteria. Mr. Sherman’s target annual bonus is currently 150% of base salary under our annual bonus program. Pursuant to the terms of his employment agreement, Mr. Sherman is eligible to receive equity-based compensation awards from time to time, as determined by our board of directors or our compensation committee in its sole discretion. Mr. Sherman currently participates in our long-term incentive plan, and for 2022 was eligible to receive long-term incentive awards with a target value equal to 160% of his base salary. He is also eligible to participate in the employee benefit plans, programs, and arrangements of the Company in effect from time to time, in accordance with their terms, including, without limitation, retirement, medical and welfare benefits.

Mr. Sherman’s employment agreement provides for certain severance benefits to be paid in the event of employment termination in certain circumstances, as well as post-termination restrictive covenant provisions, which are described below under “—Potential Payments upon Termination or Change in Control—Severance Payments and Benefits under Employment Arrangements with Named Executive Officers.”

See “Compensation Discussion and Analysis—Annual Cash Incentive Bonuses” and “Compensation Discussion and Analysis—Long-Term Incentives—Equity Based” for additional details regarding the grants made to each of our named executive officers under the terms of our short-term and long-term incentive compensation programs.

 

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Outstanding Equity Awards at Fiscal Year-End

 

The following table provides information concerning the unexercised stock options outstanding and unvested stock awards for each of our named executive officers as of the end of 2022. All numbers have been rounded to the nearest whole dollar or share.

 

            Option Awards

 

    Stock Awards

 

 

  Name

 

 

Grant Date

 

   

Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)

 

   

Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)(1)

 

    Option
Exercise
Price
($)
   

Option
Expiration
Date

 

   

Number of
Units
That
Have Not
Vested

(#)(1)

 

   

Market Value
of
Units

That
Have Not
Vested

($)(2)

 

   

Equity
Incentive
Plan
Awards:
Number of
Unearned
Units

That
Have Not
Vested
(#)(1)

 

   

 

Equity
Incentive
Plan
Awards:
Market
Value of
Unearned
Units
That
Have Not
Vested
($)(2)

 

 

  Sheryl D. Palmer

                 

  Options(3)

    2/8/2016       141,270             11.30       2/8/2026          

  Options(3)

    2/2/2017       160,256             18.74       2/2/2027          

  Options(3)

    2/12/2018       150,830             23.84       2/12/2028          

  Options(3)

    2/19/2019       159,574       53,192       18.18       2/19/2029          

  Options(3)

    2/10/2020       56,180       56,180       26.28       2/10/2030          

  Service RSUs(4)

    2/10/2020               20,295       615,953              

  Performance RSUs(5)

    2/10/2020                           110,382       3,350,094  

  Options(3)

    2/16/2021       37,826       113,481       28.32       2/16/2031          

  Service RSUs(4)

    2/16/2021               51,790       1,571,827              

  Performance RSUs(5)

    2/16/2021                           116,526       3,536,564  

  Options(3)

    2/11/2022             111,562       29.08       2/11/2032          

  Service RSUs(4)

    2/11/2022               75,653       2,296,069      

  Performance RSUs(5)

    2/11/2022                   75,653       2,296,069  

  Lou Steffens

                 

  Options(3)

    2/12/2018       19,797         23.84       2/12/2028          

  Options(3)

    2/19/2019       13,963       13,963       18.18       2/19/2029          

  Options(3)

    2/10/2020       14,747       14,747       26.28       2/10/2030          

  Service RSUs(4)

    2/10/2020               5,328       161,705              

  Performance RSUs(5)

    2/10/2020                           28,976       879,422  

  Options(3)

    2/16/2021       7,221       21,665       28.32       2/16/2031          

  Service RSUs(4)

    2/16/2021               9,888       300,101              

  Performance RSUs(5)

    2/16/2021                           22,247       675,196  

  Options(3)

    2/11/2022         26,242       29.08       2/11/2032          

  Service RSUs(4)

    2/11/2022               17,796       540,109      

  Performance RSUs(5)

    2/11/2022                   17,796       540,109  

  Darrell C. Sherman

                 

  Options(3)

    2/2/2017       14,595             18.74       2/2/2027          

  Options(3)

    2/12/2018       19,683         23.84       2/12/2028          

  Options(3)

    2/19/2019       30,319       10,107       18.18       2/19/2029          

  Options(3)

    2/10/2020       10,674       10,674       26.28       2/10/2030          

  Service RSUs(4)

    2/10/2020               3,856       117,030              

  Performance RSUs(5)

    2/10/2020                           20,973       636,531  

  Options(3)

    2/16/2021       5,502       16,506       28.32       2/16/2031          

  Service RSUs(4)

    2/16/2021               7,533       228,627              

  Performance RSUs(5)

    2/16/2021                           16,949       514,402  

  Options(3)

    2/11/2022         16,227       29.08       2/11/2032          

  Service RSUs(4)

    2/11/2022               11,004       333,971      

  Performance RSUs(5)

    2/11/2022                                                       11,004       333,971  

 

(1)

For additional information on vesting upon specified termination events or a change in control, see “—Potential Payments Upon Termination of Employment or Change in Control.”

 

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(2)

Calculated using the NYSE closing price of $30.35 per share of our common stock on December 30, 2022, the last trading day of 2022.

 

(3)

These stock options vest and become exercisable ratably in four substantially equal installments of 25% of the stock options granted on each of the first, second, third and fourth anniversaries of the grant date, subject to continued employment through the applicable vesting date.

 

(4)

Service RSUs vest ratably in three substantially equal installments of 33 1/3% of the RSUs granted on each of the first, second and third anniversaries of the grant date, subject to continued employment through the applicable vesting date.

 

(5)

Performance RSUs vest based on the achievement of performance goals over a three-year performance period, generally subject to continued employment through the final date that the compensation committee determines and certifies the level of performance achieved under the applicable performance measures at the end of each year in the three-year performance period; provided that the number of earned Performance RSUs will not be finally determinable until the end of the three-year performance period when the compensation committee certifies the extent to which the TSR modifier (upward or downward) is required to be applied.

Amounts in the “Number of Units That Have Not Vested” column reflect the number of Performance RSUs for which the performance has been determined (based on performance through December 31, 2022).

Amounts in the “Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested” column reflect the number of Performance RSUs that could vest as of the end of the performance period based on performance through December 31, 2022. Performance RSUs that vest based on EBT and EBT Margin that were granted in 2020 are reported in the table based on actual performance for the completed cycle. Performance RSUs that vest based on RONA that were granted in 2021 are reported in the table with respect to each tranche as follows: 2021 and 2022 tranches at maximum level and the 2023 tranche at threshold level. Performance RSUs that vest based on RONA that were granted in 2022 are reported in the table with respect to each tranche as follows: 2022 tranche at maximum level and 2023 and 2024 tranches at threshold level.

See “Compensation Discussion and Analysis—Key Elements of Our Executive Compensation Programs—Overview—Long-Term Incentives—Equity Based” for additional information regarding the performance periods applicable to the respective performance measures.

Option Exercises and Stock Vested Table

 

The following table provides information concerning the exercise and/or vesting of equity awards during 2022 on an aggregated basis for each of our named executive officers. All numbers have been rounded to the nearest whole dollar or share.

 

      Option Awards(1)      Stock Awards(2)
  Name   

Number of
Shares
Acquired on
Exercise

(#)

   

  Value  

  Realized on  

  Exercise  

  ($)  

    

Number of
Shares
Acquired on
Vesting

(#)

 

  Value  

  Realized on  

  Vesting  

  ($)  

Sheryl D. Palmer

  

 

 

 

 

 

  

142,666

 

4,139,371

Lou Steffens

  

 

 

 

 

 

  

35,595

 

1,030,830

Darrell C. Sherman

  

 

8,782

 

 

 

184,510

 

  

25,952

 

   751,776

 

(1)

Computed by determining the spread value per share of the shares acquired based on the difference between: (a) the closing price of our common stock on the NYSE on the date of exercise and (b) the exercise price of the stock options.

 

  a.

Mr. Sherman’s value is based on the following:

 

  Award    Exercise
Date
     Number of
Options
Exercised
   

  Closing Price  

  per Share on  

  at Exercise  

   Exercise Price per
Share

  2016 Option Award

     12/13/2022        8,782     $32.31    $11.30

 

(2)

The value realized on vesting was based on the closing price of our common stock on the NYSE on the applicable vesting dates as set forth below for each of our named executive officers.

 

  a.

Ms. Palmer’s value is based on the following:

 

  Award    Vesting
Date
     Number of
RSUs
Vested/Settled
 

  Closing Price  

  per Share on  

  Vesting Date  

  2019 RONA Performance RSUs

     2/19/2022      78,142   $28.72

  2019 Service RSU

     2/19/2022      18,336   $28.72

  2020 Service RSU

     2/10/2022      20,294   $29.08

  2021 Service RSU

     2/16/2022      25,894   $30.06

 

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  b.

Mr. Steffens’s value is based on the following:

 

  Award    Vesting
Date
     Number of
RSUs
Vested/Settled
 

  Closing Price  

  per Share on  

  Vesting Date  

  2019 RONA Performance RSUs

     2/19/2022      20,512   $28.72

  2019 Service RSU

     2/19/2022      4,813   $28.72

  2020 Service RSU

     2/10/2022      5,327   $29.08

  2021 Service RSU

     2/16/2022      4,943   $30.06

 

  c.

Mr. Sherman’s value is based on the following:

 

  Award    Vesting
Date
     Number of
RSUs
Vested/Settled
 

  Closing Price  

  per Share on  

  Vesting Date  

  2019 RONA Performance RSUs

     2/19/2022      14,846   $28.72

  2019 Service RSU

     2/19/2022      3,484   $28.72

  2020 Service RSU

     2/10/2022      3,856   $29.08

  2021 Service RSU

     2/16/2022      3,766   $30.06

Pension Benefits

 

 

  Name

   Plan Name    Number of
Years Credited
Service
(#)(1)
  

Present
Value of
Accumulated
Benefit

($)(2)

 

  Payments  

  During Last  

  Fiscal Year  

  ($)  

 Sheryl D. Palmer

    

 

 

 

 

Taylor Morrison Cash
Balance Pension Plan

 

 


 

       17.0        113,782      

 Lou Steffens

    

 

 

 

 

Taylor Morrison Cash
Balance Pension Plan

 

 


 

       16.0        93,028    

 Darrell C. Sherman

      
Taylor Morrison Cash
Balance Pension Plan

       14.0        23,338      

 

(1)

As of December 31, 2022, each participating named executive officer was fully vested in his or her respective retirement plan benefit. Pursuant to the terms of the Taylor Morrison Cash Balance Pension Plan, a year of service is credited once a participant has worked 1,000 hours in that year

 

(2)

These amounts represent the actuarial present value of the total retirement benefit that would be payable to each respective named executive officer under the Taylor Morrison Cash Balance Pension Plan as of December 31, 2022. The following key actuarial assumptions and methodologies were used to calculate the present value of accumulated benefits under the Taylor Morrison Cash Balance Pension Plan: a discount rate of 5.23% and Adjusted Pri-2012 Mortality Tables with MP-2021 projection scale.

Pension benefits are provided to our named executive officers under the Taylor Morrison Cash Balance Pension Plan (the “Pension Plan”). Effective December 31, 2010, the Pension Plan was frozen as to new participants and future accruals. Ms. Palmer and Mr. Sherman were each eligible for early retirement under the Pension Plan.

 

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  COMPENSATION DISCUSSION AND ANALYSIS    

 

The following table is an overview of the current terms and provisions of the frozen Pension Plan.

 

    

Pension Plan

 

Purpose

 

 

To provide a retirement benefit for eligible employees in recognition of their contributions to the overall success of our business.

 

Eligibility

 

 

U.S. salaried and hourly employees, including the named executive officers. The Pension Plan was frozen effective December 31, 2010. Employees hired January 1, 2011, or later are not eligible to participate in the Pension Plan.

 

Retirement Date & Early Retirement Date

 

 

Normal Retirement: The first day of the month coinciding with or next following the participant’s 65th birthday, or if later the participant’s fifth anniversary of joining the Pension Plan.

 

Early Retirement: The first day of the month coinciding with or next following the participant’s 50th birthday and has completed at least five years of service with us.

 

Pension Formula

 

 

Normal Retirement: Quarterly credits based on the employee’s age and eligible compensation (including regular compensation for services, commissions, bonuses, leave cash-outs, deferred compensation, but excluding separation payments), with the size of our contributions increasing based on the participant’s age. Our contributions range from 2% to 4% of eligible compensation, plus 1% of eligible compensation over the social security wage base. As of December 31, 2010, the Pension Plan was frozen with regard to pay credits.

 

Early Retirement: Same as normal retirement, however, if the participant elects to receive payments as of the early retirement date, the benefit will be equal to the actuarial equivalent of the normal retirement benefit.

 

Form of Benefit

 

 

Normal Retirement: Paid as a monthly pension commencing on the participant’s retirement date and continuing for the participant’s life, with survivor benefits following the participant’s death continuing to the participant’s spouse during the spouse’s life at a rate equal to 50% of the rate at which such benefits were payable to the participant (i.e., a joint and 50% survivor annuity). A participant who is unmarried at the time benefits become payable under the Pension Plan shall be entitled to a monthly pension continuing for the participant’s life. However, the form of distribution of such benefit shall be determined pursuant to the provisions of the pension plan (i.e., one lump-sum cash payment, monthly pension payable over the life of the participant, etc.).

 

Early Retirement: Same as normal retirement.

 

Potential Payments Upon Termination of Employment or Change in Control

The following summaries and tables describe and quantify the potential payments and benefits that we would provide to our named executive officers in connection with termination of employment and/or change in control. In determining amounts payable, we have assumed in all cases that the termination of employment and/or change in control occurred on December 31, 2022. The amounts that would actually be paid to our executive officers upon a termination of employment will depend on the circumstances and timing of termination or change in control.

Severance Payments and Benefits under Employment Arrangements with Named Executive Officers

Employment Agreements. Under the employment agreements with Ms. Palmer, Mr. Steffens and Mr. Sherman, upon a termination without “cause” or a resignation for “good reason” (each as defined in the employment agreements and referred to herein as a “Qualifying Termination”), in addition to receiving the executive’s accrued but unpaid base salary, benefits, vacation pay, reimbursable expenses, and annual bonus earned but not paid in respect of a prior year (together, the “Accrued Benefits”), each named executive officer would be entitled to receive, subject to execution of a release of claims:

 

  (a)

An amount of cash severance equal to a specified multiple of the sum of the named executive officer’s base salary and the higher of his or her target bonus or average annual bonus paid in or payable in respect of

 

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(whichever results in a higher average) the three completed calendar years that preceded the date of termination. For Ms. Palmer the severance multiple is 2.0 and her aggregate severance amount is paid in equal installments in accordance with our customary payroll practices over the 30-month period following such termination of employment. For Messrs. Steffens and Sherman the severance multiple is 1.5 and his aggregate severance payment is paid in equal installments in accordance with our customary payroll practices over the 18-month period following such termination of employment;

 

  (b)

a COBRA subsidy (up to 30 months for Ms. Palmer and up to 12 months for Messrs. Steffens and Sherman);

 

  (c)

a prorated annual bonus for the year of termination, based on actual performance; and

 

  (d)

up to 12 months of outplacement assistance.

However, if such termination occurs at any time (x) following the execution of a definitive agreement with a third party that, if consummated, would result in a “change in control” (as defined in the 2013 Omnibus Plan), but before such transaction is consummated (and subject to such consummation), or (y) within 24 months following a “change in control” ((x) or (y), as applicable, a “CIC Qualifying Termination”), then (i) the amount of cash severance payable under clause (a) above will be paid as a lump sum payment and the severance multiple for Ms. Palmer is 2.5 and the severance multiple for Messrs. Steffens and Sherman is 2.0; and (ii) each of Ms. Palmer and Messrs. Steffens and Sherman will also be entitled to receive a prorated portion of the annual profit sharing program bonus for the year of termination of employment, based on actual performance for such year, and payable if and when annual profit sharing program bonuses are normally paid.

Ms. Palmer’s employment agreement also provides her with an opportunity to receive a special retirement bonus in the amount of $1,000,000, if she voluntarily terminates her employment from the homebuilding industry and does not resume employment in the industry in any capacity for a period of five years following such departure. The special retirement bonus is payable in equal installments over the period that the first $1,000,000 in cash severance would have otherwise been payable if Ms. Palmer resigned for good reason or if we had terminated her employment without cause. In the event that Ms. Palmer resumes employment in the homebuilding industry within such five-year period, she will be required to repay the special retirement bonus to us.

Ms. Palmer and Messrs. Steffens and Sherman are each party to a restrictive covenant agreement, which includes an 18-month post-employment non-compete and non-solicit of customers and employees in connection with certain terminations of employment; however, for Messrs. Steffens and Sherman, if termination is without cause by us or the executive resigns for good reason, the covenants apply only through the duration of the period in which the executive is receiving severance. In addition to the restrictive covenant agreements, each employment agreement includes restrictive covenants pertaining to confidential information, nondisparagement and intellectual property, and, in addition, Messrs. Steffens and Sherman have a two-year post-termination non-solicit of employees and non-solicit of customers and suppliers.

For purposes of the employment agreements, “cause” generally means (i) a material breach by the named executive officer of his or her respective employment agreement, any equity agreement or any of our policies (subject to up to a 15-day period to cure such breach or failure if reasonably susceptible to cure); (ii) the named executive officer’s gross negligence or willful misconduct, which is injurious to us (subject to up to a 15-day period to cure such breach or failure if reasonably susceptible to cure); or (iii) the named executive officer’s conviction of, or guilty plea (or plea of nolo contendere) or confession to, a felony or other crime involving dishonesty, fraud, breach of any fiduciary obligation to our board of directors or any of our equity holders, or unethical business conduct.

For purposes of the employment agreements, “good reason” generally means (i) any material diminution in the nature or status of named executive officer’s title, duties, responsibilities or authority, including by reason of such executive’s no longer holding a certain position of a publicly traded company following a change in control, (ii) any material diminution in the named executive officer’s base salary or bonus opportunity, other than a decrease in base salary or bonus opportunity that applies to a similarly situated class of employees, (iii) a material breach of the employer’s obligations under the Employment Agreement, or (iv) a change of the named executive officer’s principal place of business to a location more than 50 miles from its then present location; provided, that the named executive officer provides us with written notice of any fact or circumstance believed by him or her to constitute good reason within 90 days of the occurrence of such fact or circumstance and subject to a 30-day period to cure such fact or circumstance.

For purposes of the employment agreements, “change in control” has the same meaning contained in the 2013 Omnibus Plan (or any successor plan thereto).

 

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  COMPENSATION DISCUSSION AND ANALYSIS    

 

Treatment of Equity Awards upon Termination (Not in Connection with a Change in Control).

Generally. Under the terms of our 2013 Omnibus Plan and the award agreements for awards issued thereunder, generally, upon any termination of employment, whether with or without “cause” or “good reason,” or by reason of an employee’s death or disability, unvested stock options and RSUs (both Service RSUs and Performance RSUs) are forfeited for no consideration. Vested stock options may be exercised for a period of 90 days following a termination without “cause” or for “good reason,” and for a period of one year following a termination by reason of death or disability. If an employee is terminated for cause, all of the employee’s stock options, whether vested or unvested, expire immediately upon termination.

Retirement. For each of our named executive officers, upon an Eligible Retirement with respect to their equity awards:

 

 

Performance RSUs will continue to be eligible to vest at the end of the applicable three-year performance period (based on actual performance); and

 

 

Service RSUs and stock options will vest in full, and our named executive officers will generally be permitted to exercise such vested stock options during the one year following such Eligible Retirement.

Under the equity award agreements, an “Eligible Retirement” as a retirement by the named executive officer that is at least 12 months following the applicable grant date at a time when (i) he or she has completed a minimum of five years of employment with the Company and its subsidiaries and attained at least 55 years of age, and (ii) his or her age plus years of consecutive employment equals at least 70. As of December 31, 2022, Ms. Palmer and Messrs. Steffens and Sherman were qualified to resign for an Eligible Retirement.

Death; Disability. Pursuant to the terms of Ms. Palmer’s and Messrs. Steffens and Sherman’s employment agreement, upon a termination of employment by the Company as a result of the named executive officer’s death or disability (as defined in their respective employment agreements) with respect to any equity awards granted to the named executive officer:

 

 

All equity awards subject to performance conditions, will continue to be eligible to vest at the end of the applicable performance period (based on actual performance); however, the executive will only be eligible to vest in a prorated portion of each such award. Such proration will be based on a fraction, the numerator of which is the number of completed months in the applicable performance period (or term of similar meaning) at the time of such termination and the denominator of which is the number of months in the applicable performance period, multiplied by the number of shares of common stock which are finally determined to be earned and subject to the performance award following the completion of the performance period; and

 

 

All equity awards subject to service-based vesting conditions only, will vest in full as of the date of such termination, and our named executive officers (or their beneficiaries, if applicable) will generally be permitted to exercise such vested stock options during the one year following such termination.

Change in Control Benefits

We do not provide our named executive officers with any single-trigger change in control payments or benefits. If a change in control were to have occurred on December 31, 2022, and our named executive officers remained employed by us, there would have been no payments due to our named executive officers under any of our plans.

In addition to the enhanced severance described above following a CIC Qualifying Termination, Ms. Palmer’s and Messrs. Steffens’s and Sherman’s outstanding stock options will become immediately vested and exercisable and outstanding Service RSU awards will become 100% vested upon a CIC Qualifying Termination. For equity awards subject to a performance condition (including Performance RSUs), upon a change in control, all performance goals applicable to awards that vest based on both the completion of a period of service and the satisfaction of a performance condition will be deemed achieved at the “target” level, and such named executive officer will be eligible to vest in the performance award on the last date of the applicable service period, subject to each grantee’s continued employment through that date. However, if the named executive officer experiences a CIC Qualifying Termination, then the grantee will vest in the performance award on the date of termination (or the date of the change in control, if later).

 

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The employment agreements provide that, to the extent a named executive officer would be subject to Section 280G or 4999 of the Code, the named executive officer’s parachute payments would be reduced to the extent that no portion of the payment shall be subject to the excise tax, but only if the named executive officer’s net after-tax benefit would exceed what the net after-tax benefit would have been if such reduction were not made and the named executive officer paid the applicable excise tax. No named executive officer has any right to receive a “gross up” for any excise tax imposed by Section 4999 of the U.S. Internal Revenue Code, or any other U.S. federal, state, and local income tax.

Calculations of Benefits to Which Executives Would be Entitled

The following table summarizes the severance benefits that would have been payable to Ms. Palmer and Messrs. Steffens and Sherman upon (i) a Qualifying Termination, (ii) a retirement, (iii) a CIC Qualifying Termination, and (iv) a termination by the Company due to the named executive officer’s death or disability, assuming, in each case, that the triggering event or events occurred on December 31, 2022. All numbers have been rounded to the nearest whole dollar. The dollar value of the payments and other benefits to be provided to each of the named executive officers are estimated to be as follows:

 

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  COMPENSATION DISCUSSION AND ANALYSIS    

 

Estimated Payments and Benefits upon Termination or in Connection with a Change in Control

 

 

  Name and Form of Compensation    Qualifying
Termination
($)
    Retirement
($)
    CIC
Qualifying
Termination
($)
    Death/
Disability
($)
 

  Sheryl D. Palmer

        

  Base Severance

     9,374,451 (1)            11,718,064 (7)       

  Prorated Bonus

     2,250,000 (2)            2,250,000 (2)       

  Profit Sharing Bonus

        

  Continued Benefits

     26,931 (3)            26,931 (3)       

  Outplacement Services

     10,000 (4)            10,000 (4)       

  Accelerated Vesting of Equity Awards(10)

           10,180,803 (5)      13,088,423 (8)      9,767,346 (9) 

  Retirement Bonus

           1,000,000 (6)             

  Total

 

     11,661,382       11,180,803       27,093,418       9,767,346  

  Lou Steffens

        

  Base Severance

     3,002,838 (1)            4,003,783 (7)       

  Prorated Bonus

     776,250 (2)            776,250 (2)       

  Profit Sharing Bonus

                    

  Continued Benefits

     33,955 (3)            33,955 (3)       

  Outplacement Services

     10,000 (4)            10,000 (4)       

  Accelerated Vesting of Equity Awards(10)

           2,290,354 (5)      3,008,893 (8)      2,245,329  

  Total

 

     3,823,043       2,290,354       7,832,881       2,245,329  

  Darrell C. Sherman

        

  Base Severance

     2,783,706 (1)            3,711,608 (7)       

  Prorated Bonus

     675,000 (2)            675,000 (2)       

  Profit Sharing Bonus

        

  Continued Benefits

     33,955 (3)            33,955 (3)       

  Outplacement Services

     10,000 (4)            10,000 (4)       

  Accelerated Vesting of Equity Awards(10)

           1,696,541 (5)      2,090,613 (8)      1,636,404 (9) 

  Total

 

     3,502,661       1,696,541       6,521,176       1,636,404  

 

(1)

Under her employment agreement, Ms. Palmer is entitled to a severance amount equal to two times the sum of (x) her annual base salary and (y) the higher of her (A) target bonus or (B) average annual bonus paid in or payable in respect of (whichever results in a higher average) the three completed calendar years that preceded the date of termination. Severance is paid in equal installments over a period of 30 months. Under their respective employment agreement, Messrs. Steffens and Sherman each is entitled to a severance amount equal to 1.5 times the sum of (x) his annual base salary and (y) the higher of his (A) target bonus or (B) average annual bonus paid in or payable in respect of (whichever results in a higher average) the three completed calendar years that preceded the date of termination. Severance is paid in equal installments over a period of 18 months.

 

(2)

Pursuant to their respective employment agreements, Ms. Palmer and Messrs. Steffens and Sherman are entitled to a prorated annual bonus for the fiscal year in which employment terminates based on actual performance. For purposes of this table, we have calculated the bonuses assuming that the executive would have received his or her annual bonus based on the actual performance results under our 2022 annual bonus program. We have assumed that the financial targets in the 2022 annual bonus program were able to be determined as of December 31, 2022.

 

(3)

These amounts reflect the estimated COBRA premiums for the executives and their respective eligible dependents enrolled (if any) in any then-existing group health plans for one year (or in the case of Ms. Palmer, 30 months) as required by their respective employment agreements and assumes that the executive does not become eligible for other health coverage.

 

(4)

This amount reflects the value of 12 months of outplacement services.

 

(5)

As of December 31, 2022, Ms. Palmer and Messrs. Steffens and Sherman would have satisfied the age and service requirements with respect to their 2020 and 2021 equity awards (the 2022 equity awards would not be eligible for retirement treatment) to be able to resign due to an Eligible Retirement and benefit from the additional equity vesting opportunities described above. Following an Eligible Retirement, retirement eligible Service RSUs and stock options will vest in full and retirement eligible Performance RSUs remain

 

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outstanding and eligible to be earned and vest as if the named executive officer had remained employed through the end of the performance period. For purposes of this table, we have included the estimated value of the outstanding Performance RSUs that were retirement eligible as reported in the Outstanding Equity Awards at Fiscal Year-End above. See the Outstanding Equity Awards at Fiscal Year-End above for additional information with respect to outstanding unvested options, Service RSUs and Performance RSUs.

 

(6)

Pursuant to the terms of her employment agreement, in the event Ms. Palmer voluntarily terminates employment in connection with her retirement from the homebuilding industry, in lieu of the salary continuation, prorated bonus and continued benefits payments set forth above, we will pay her a special retirement bonus equal to $1,000,000, which is payable in equal installments as described above.

 

(7)

Pursuant to their respective employment agreements, Ms. Palmer and Messrs. Steffens and Sherman will receive a lump sum payment equal to two and a half times (two times Messrs. Steffens and Sherman) the sum of such executive’s (x) base salary and (y) the higher of his or her (A) target bonus or (B) average annual bonus paid in or payable in respect of (whichever results in a higher average) the three completed calendar years that preceded the date of termination. In addition, each of Ms. Palmer and Messrs. Steffens and Sherman are also entitled to receive a prorated portion of the annual profit sharing program bonus for the year of termination of employment, based on actual performance for such year

 

(8)

Represents the in-the-money value of unvested stock options, unvested Service RSUs, and unvested Performance RSUs (at target-level of performance) associated with the acceleration of the vesting of such equity awards under the terms of each named executive officer’s respective employment agreement.

 

(9)

Pursuant to their respective employment agreements, if Ms. Palmer or Messrs. Steffens’ or Sherman’s employment is terminated by us on account of her or his death or disability, then Service RSUs and stock options will vest in full and Performance RSUs remain outstanding and eligible to be earned and vest in a prorated portion of each such performance RSU award as if the named executive officer had remained employed through the end of the performance period. For purposes of this table, we have included the estimated value of the outstanding Performance RSUs that were reported in the Outstanding Equity Awards at Fiscal Year-End above, but have excluded any value attributable to the shares allocable to the 2022 and 2023 tranches of the outstanding Performance RSU awards. See the Outstanding Equity Awards at Fiscal Year-End above for additional information with respect to outstanding unvested options, Service RSUs and Performance RSUs.

 

(10)

For RSUs, the values in the table above were based on the NYSE closing price of $30.35 per share of our common stock on December 30, 2022, the last business day of 2022, and, in the case of stock options, were based on the difference between such closing price and the exercise price of the stock option.

The severance benefits set forth in the preceding table exclude the amounts that would be payable to Ms. Palmer and Messrs. Steffens and Sherman pursuant to the Taylor Morrison Cash Balance Plan, which is described under the heading “Pension Benefits.”

CEO Pay Ratio Disclosure

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the ratio of the annual total compensation, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K (the “Annual Total Compensation”) of our median employee and the Annual Total Compensation of our CEO, Sheryl D. Palmer.

For 2022, our last completed fiscal year:

 

 

The median Annual Total Compensation of all employees of our Company (other than our CEO), was $122,800.

 

 

The Annual Total Compensation of Ms. Palmer was $8,795,572.

Accordingly, the ratio of Ms. Palmer’s Annual Total Compensation to the median employee’s Annual Total Compensation was 72 to 1. We believe this ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

SEC rules require a company to identify the median-compensated employee only once every three fiscal years, absent material changes to the employee population during that period. Because there were no such material changes in our employee population since we undertook to identify the median-compensated employee for determination of the ratio for fiscal 2020, we elected to use the same employee for calculating the fiscal 2021 and 2022 ratio. For a discussion of how we identified our median employee, see our annual proxy statement filed April 16, 2021 under “CEO Pay Ratio Disclosure.”

 

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  PAY VERSUS PERFORMANCE DISCLOSURE  
   
 
Pay Versus Performance Disclosur
e
This
disclosure
has been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of
Regulation
S-K
under the 1934 Act (“Item 402(v)”) and does not necessarily reflect value actually realized by the Named Executive Officers or how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. For discussion of how the Compensation Committee seeks to align pay with performance when making compensation decisions, please review the Compensation Discussion and Analysis beginning on
 page 26
.
The following tables and related disclosures provide information about (i) the total compensation (“SCT Total”) of our principal executive officer (“PEO”) and our
Non-PEO
Named Executive Officers (collectively, the
“Non-PEO
NEOs”) as presented in the Summary Compensation Table on
 page 41
, (ii) the “compensation actually paid” (“CAP”) to our PEO and our Non-PEO NEOs, as calculated pursuant to Item 402(v), (iii) certain financial performance measures, and (iv) the relationship of the CAP to those financial performance measures.
 
Year
(a)
 
Summary
Compensation
Table Total
for PEO
($)
(b)
   
Compensation
Actually Paid
to PEO
($)
(c)
   
Average
Summary
Compensation
Table Total
for
Non-PEO

NEOs
($)
(d)
   
Average
Compensation
Actually Paid
to
Non-PEO

NEOs
($)
(e)
   
Value of Initial Fixed $100
Investment on Dec. 31,
2019 Based On:
   
Net Income
($)
(thousands)
(h)
   
EBT
(Millions)
(i)
 
 
Total
Shareholder
Return
(f)
   
Peer Group
Total
Shareholder
Return
(g)
 
2022
  $ 8,795,572     $ 6,860,620     $ 2,340,574     $ 1,922,659     $ 139     $ 133     $ 1,052,800     $ 1,392.70  
2021
    12,063,477       17,731,294       3,826,353       4,513,478       160       188       663,026       863.1  
2020
    10,377,789       11,110,852       2,466,903       3,375,772       117       127       243,439       324.1  
Names of PEO and Non-PEO NEOs (Column (b); Column (c); Column (d); Column (e))
2022:
 PEO:
 Sheryl D. Palmer
;
Non-PEO
NEOs: Lou Steffens, Darrell Sherman
2021:
 PEO:
 Sheryl D. Palmer
;
Non-PEO
NEOs: David Cone, Darrell Sherman
2020:
 PEO:
 Sheryl D. Palmer
;
Non-PEO
NEOs: David Cone, Darrell Sherman
Adjustments to Calculate Compensation Actually Paid to PEO and Average Compensation Actually Paid to
Non-PEO
NEOs
The table below describes the adjustments, each of which is required by SEC rules, to calculate CAP Amounts from the SCT Total of our PEO (Column (b)) and our
Non-PEO
NEOs (Column (d)). The SCT Total and CAP Amounts do not
 
54
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Taylor Morrison Home Corporation Notice of 2023 Annual Meeting of Stockholders and Proxy Statement

   
  PAY VERSUS PERFORMANCE DISCLOSURE  
 
reflect the actual amount of compensation earned by or paid to our executive
s
during the applicable years, but rather are amounts determined in accordance with Item 402(v).
 
     
2022
   
2021
   
2020
 
  Adjustments
  
PEO
   
Non-PEO

NEOs*
   
PEO
   
Non-PEO

NEOs*
   
PEO
   
Non-PEO

NEOs*
 
SCT Total
  
$
8,795,572
 
 
$
2,340,574
 
 
$
12,063,477
 
 
$
3,826,353
 
 
$
10,377,789
 
 
$
2,466,903
 
Adjustments for defined benefit pension plans
                                                
(Deduct): Aggregate change in actuarial present value included in SCT Total for the covered fiscal year
     0       0       (722     0       (8,884     (2,530
Add: Service cost for the covered fiscal year
     0       0       0       0       0       0  
Add: Prior service cost for the covered fiscal year
     0       0       0       0       0       0  
Adjustments for stock awards and option awards**
                                                
(Deduct): Aggregate value for stock awards and option awards included in SCT Total for the covered fiscal year
     (5,499,980     (1,046,876     (5,500,024     (1,046,852     (7,000,013     (998,765
Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end
     6,618,477       1,259,771       8,285,584       1,120,923       4,464,763       1,114,806  
Add (Deduct): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end
     (1,502,678     (296,458     2,069,133       416,390       2,150,936       530,087  
Add: Vesting date fair value of awards granted and vested during the covered fiscal year
     0       0       0       0       0       0  
Add (Deduct): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year
     (1,550,771     (334,352     813,846       196,664       1,126,261       265,271  
(Deduct): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year
     0       0       0       0       0       0  
Add: Dividends or other earnings paid on awards in the covered fiscal year prior to vesting if not otherwise included in the SCT Total for the covered fiscal year
     0       0       0       0       0       0  
CAP Amounts (as calculated)
  
$
6,860,620
 
 
$
1,922,659
 
 
$
17,731,294
 
 
$
4,513,478
 
 
$
11,110,852
 
 
$
3,375,772
 
 
*
Amounts presented are averages for the entire group of Non-PEO NEOs in each respective year.
 
**
To determine the value of Market-Based Awards included in CAP, the Monte-Carlo valuation model valuation model was used.
Total Shareholder Return (Column (f); Column (g))
Total shareholder return, displayed as the change in value of an initial $100 investment over the years covered by the table
Peer Group Total Shareholder Return (Column (g))
The peer group used in this disclosure is the S&P Homebuilding Index, which is the same peer group used in our
Form 10-K.
 
Taylor Morrison Home Corporation Notice of 2023 Annual Meeting of Stockholders and Proxy Statement
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  PAY VERSUS PERFORMANCE DISCLOSURE  
   
 
Net Income (Column (h))
Net Income as reported in the Company’s Consolidated Statements of Income included in our Form
10
-K
.
Earnings Before Taxes (EBT) (Column (i))
Earnings Before Taxes is referred to as “EBT” in our Named Executive Officers’ incentive programs (see page 32 in the Compensation Discussion and Analysis).
EBT was determined to be the most important financial performance measure linking CAP to Company performance for 2022 and therefore was selected as the 2022 “Company-Selected Measure” as defined in Item 402(v).
Financial Performance Measures
The following table lists the financial performance measures that, in the Company’s assessment, represent the most important performance measures used to link CAP for our Named Executive Officers to Company performance for 2022.
 
  Tabular List
       
EBT
  
Revenue
  
RONA
  
 
 
 
Relationship Between Compensation Ac
tu
ally Paid
and
Performance
The graphs below show the relationship of “compensation actually paid” to our PEO and
Non-PEO
NEOs to (i) EBT, (ii) the Company’s net income and (iii) TSR of both the Company and the S&P Homebuilding Index.
CAP, as calculated in accordance with Item 402(v), reflects, among others, adjustments to the fair value of equity awards during the years presented. Factors impacting the fair value of equity awards include the price of our Common Stock at year end, as well as the projected and actual achievement of performance goals. These adjustments contributed significantly to the change in CAP reported for 2020 to 2021, as well as for 2021 to 2022.
 
 
LOGO
 
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  PAY VERSUS PERFORMANCE DISCLOSURE  
 
LOGO
 
 
LOGO
 
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Table of Contents
  PROPOSAL 2: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (SAY ON PAY)    

 

Proposal 2: Advisory Vote to Approve the Compensation of our Named Executive Officers (Say on Pay)

Pursuant to Section 14A of the Exchange Act, we are asking our stockholders to vote to approve, on a nonbinding, advisory basis, the compensation of our named executive officers, commonly referred to as the “say-on-pay” vote. In accordance with the requirements of the SEC, we are providing our stockholders with an opportunity to express their views on our named executive officers’ compensation. Although this advisory vote is nonbinding, our board of directors and compensation committee will review and consider the voting results when making future decisions regarding our named executive officer compensation and related executive compensation programs. We are required to present a stockholder proposal on the frequency of the advisory say-on-pay vote every six years. In 2020, our board of directors recommended, and our stockholders approved, an annual advisory say-on-pay vote. Accordingly, we intend to conduct future advisory votes on the compensation of our named executive officers every year. The next advisory say-on-frequency vote is scheduled for 2026.

As described in more detail in the Compensation Discussion and Analysis, our executive compensation programs are designed to have the following attributes:

 

 

A balanced mix of short-term cash compensation and long-term equity-based compensation;

 

 

Use of multiple performance measures with no guaranteed incentive payouts;

 

 

Payouts in respect of performance awards under our executive compensation programs are capped;

 

 

Limitations on the amount of awards that can be made under our equity incentive plans;

 

 

All programs are designed and overseen by an independent compensation committee that retains their own independent advisor;

 

 

An anti-hedging policy applicable to all employees (including our executive officers and directors) that prohibits purchases of our stock on margin, calls or similar options on our stock, or selling our stock short;

 

 

An appropriate level of severance protection to ensure continuity of service;

 

 

No single-trigger change in control features in any of our programs;

 

 

No gross ups for any excise or other penalty taxes related to compensation paid;

 

 

Forfeiture of equity awards upon violation of certain post-employment restrictive covenants;

 

 

Clawback of certain cash and equity incentive compensation; and

 

 

A modest use of perquisites, which do not make up a material portion of the compensation and benefits provided to our named executive officers.

We encourage stockholders to read the Compensation Discussion and Analysis in this Proxy Statement, which describes the processes our compensation committee used to determine the structure and amounts of the compensation of our named executive officers in 2022 and how our executive compensation philosophy, policies and procedures operate and are designed to achieve our compensation objectives. The compensation committee and our board of directors believe that our executive compensation strikes the appropriate balance between utilizing responsible, measured pay practices and effectively incentivizing our named executive officers to dedicate themselves fully to value creation for our stockholders.

Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and any other related disclosure in this Proxy Statement.”

The proposal will be approved by the affirmative vote of a majority of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions will have the effect of voting against the proposal, and broker non-votes will have no effect on the outcome of the proposal.

The Board of Directors Recommends a Vote “FOR” the Advisory Vote to Approve the Compensation of our Named Executive Officers.

 

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  PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED  

  PUBLIC ACCOUNTING FIRM  

 

 

Proposal 3: Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm

The audit committee has appointed Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. Deloitte & Touche LLP has served as our independent public accounting firm since 2011. We expect that representatives of Deloitte & Touche LLP will be present virtually at the Annual Meeting, will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Our board of directors is submitting the appointment of Deloitte & Touche LLP to our stockholders for ratification as a matter of corporate practice. If our stockholders fail to ratify the appointment, the audit committee may reconsider whether to retain Deloitte & Touche LLP. Even if the appointment is ratified, the audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of us and our stockholders.

The following table provides information regarding the fees billed by Deloitte & Touche LLP for the fiscal years ended December 31, 2022 and 2021. All fees described below paid to Deloitte & Touche LLP were pre-approved by the audit committee.

 

     

2022

 

    

2021

 

 

Audit Fees

   $ 2,055,114      $ 2,010,082   

Audit-Related Fees

     15,105         

Tax Fees

     607,695        969,573  

All Other Fees

     336        1,895  
  

 

 

    

 

 

 

Total

   $ 2,678,250      $ 2,981,550  

 

  *

Fiscal 2021 items have been adjusted to conform to the current year presentation, which reflects fees billed or expected to be billed associated with the respective services.

Audit Fees

This category includes the aggregate fees during 2022 and 2021 for audit services provided by the independent registered public accounting firm or its affiliates, including for the audits of our annual consolidated financial statements, reviews of each of the quarterly financial statements included in our Quarterly Reports on Form 10-Q and certain subsidiary financial statement audits.

Audit-Related Fees

This category includes the aggregate fees during 2022 for services related to the performance of the audits and reviews described in the preceding paragraph that are not included in the Audit Fees category, including fees associated with (i) assistance in undertaking and applying financial accounting and reporting standards, (ii) accounting assistance with regard to actual and proposed transactions, (iii) services rendered in connection with registration statements and similar securities offering materials and (iv) the preparation and review of documents related to our securities offerings.

Tax Fees

This category includes the aggregate fees during 2022 and 2021 for professional tax services provided by the independent registered public accounting firm or its affiliates, including for tax compliance and tax advice.

All Other Fees

Other fees include fees to the independent registered public accounting firm or its affiliates for annual subscriptions to online accounting and tax research software applications and data.

 

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  PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED  

  PUBLIC ACCOUNTING FIRM   

 

 

 

Audit Committee Review and Pre-Approval of Independent Registered Public Accounting Firm’s Services

Our audit committee’s policy is to pre-approve all audit and non-audit services (including the fees and terms thereof) to be performed by our independent registered public accounting firm. The audit committee’s authority to pre-approve such services is set forth in the charter of the audit committee, which is available on the Investor Relations page of our corporate website, www.taylormorrison.com, under the category “ESG – Governance Documents.” The audit committee considered whether the non-audit services rendered by and fees paid to Deloitte & Touche LLP were compatible with maintaining Deloitte & Touche LLP’s independence as the independent registered public accounting firm of our financial statements and concluded that they were.

The proposal will be approved by the affirmative vote of the majority of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions will have the effect of voting against the proposal. Brokers may vote shares with respect to this proposal in the absence of client instructions and, thus, there will be no broker non-votes with respect to this proposal.

The Board of Directors Recommends a Vote “FOR” the Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023.

 

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    AUDIT COMMITTEE REPORT  

 

Audit Committee Report

The audit committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2022 with our management and Deloitte & Touche LLP, our independent registered public accounting firm. Management is responsible for the preparation, presentation and integrity of the financial statements, accounting and financial reporting principles and internal control over financial reporting. Deloitte & Touche LLP is responsible for performing an independent audit of the financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”), for expressing opinions on the conformity of the financial statements with accounting principles generally accepted in the United States and for expressing opinions on our internal control over financial reporting.

The audit committee has discussed with Deloitte & Touche LLP the matters required to be discussed by the applicable standards of the PCAOB and has received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the audit committee concerning independence. The audit committee has also discussed with Deloitte & Touche LLP their independence.

Based on its reviews and discussions referred to above, the audit committee recommended to the board of directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for filing with the SEC.

 

AUDIT COMMITTEE

David C. Merritt (Chair)

Anne L. Mariucci

Denise F. Warren

 

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  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT    

 

Security Ownership of Certain Beneficial Owners, Directors and Management

The following table sets forth certain information known to us, based on filings made under Section 13(d) and 13(g) of the Exchange Act, regarding the beneficial ownership of our common stock as of the Record Date by:

 

 

each person who is known by us to be the beneficial owner of more than 5% of any class or series of our capital stock;

 

 

each of our directors and each executive officer who has been deemed a “named executive officer” pursuant to SEC rules; and

 

 

all of our directors and executive officers as a group.

The amounts and percentages of common stock beneficially owned are reported on the basis of the regulations of the SEC governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities.

The percentages included in the following table are based on 109,018,669 shares of common stock outstanding as of the Record Date.

 

     

Common Stock
Beneficially Owned(2)

 

 

  Name and Address of Beneficial Owner(1)

 

  

Number
of Shares

 

    

Percentage

 

 

Beneficial Owners of More than 5%

     

BlackRock, Inc.(3)

     14,738,161        13.5

The Vanguard Group(4)

     10,981,199        10.1

Dimensional Fund Advisors LP(5)

     8,728,143        8.0

FMR LLC(6)

 

    

 

6,717,779

 

 

 

    

 

6.2

 

 

Named Executive Officers and Directors

     

Sheryl D. Palmer

     952,878        *  

Louis Steffens

     145,133        *  

Darrell C. Sherman

     225,355        *  

Peter Lane

     63,691        *  

William H. Lyon(7)

     4,466,311        4.1

Anne L. Mariucci(8)

     84,221        *  

David C. Merritt

     54,487        *  

Andrea Owen

     28,384        *  

Denise F. Warren

     24,713        *  

Christopher Yip

     3,691        *  

All Current Directors and Executive Officers as a group (10 persons)(9)

 

     6,048,864        5.5

 

*

Less than 1%.

 

(1)

Unless otherwise indicated, the address of each beneficial owner in the table above is: 4900 N. Scottsdale Road, Suite 2000, Scottsdale, AZ 85251.

 

(2)

The number of shares reported under “Common Stock Beneficially Owned” represents as of the Record Date: (a) shares of common stock; (b) vested stock options; (c) vested DSUs; and (d) unvested stock options, unvested RSUs and unvested DSUs that, in each case, will vest within 60 days of the Record Date (such collective amount in (a)-(d), the “Holder’s Beneficial Ownership,” and such collective

 

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    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT  

 

 

amount in (b)-(d), the “Holder’s Vested and Vesting Equity”). The percentage reported under “Common Stock Beneficially Owned” reflects the Holder’s Beneficial Ownership divided by the sum of (x) the shares of common stock outstanding as of the Record Date and (y) the Holder’s Vested and Vesting Equity.

 

  

The Holders’ Vested and Vesting Equity as of the Record Date for each of our directors, named executive officers and directors and executive officers as a group is as follows:

 

  Name

 

  

Options

 

    

RSUs

 

    

DSUs

 

 

Sheryl D. Palmer

     552,936                

Louis Steffens

     79,361                

Darrell C. Sherman

     105,776                

Peter Lane

                   63,691  

William H. Lyon

     107,208        5,781         

Anne L. Mariucci

     9,960        5,781         

David C. Merritt

                   52,085  

Andrea Owen

                   28,384  

Denise F. Warren

                   24,713  

Christopher Yip

                   3,691  

All Current Directors and Executive Officers as a group (10 persons)(10)

     855,241        11,562        190,792  

 

(3)

As reported in a Schedule 13G/A filed with the SEC on January 23, 2023, Blackrock, Inc. has sole voting power over 14,506,312 shares of our common stock and sole dispositive power over 14,738,161 shares of our common stock. The address for Blackrock is 55 East 52nd Street, New York, NY 10055.

 

(4)

As reported in a Schedule 13G/A filed with the SEC on February 9, 2023, The Vanguard Group has shared voting power over 136,130 shares of our common stock, sole dispositive power over 10,739,619 shares of our common stock and shared dispositive power over 241,580 shares of our common stock. The address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

 

(5)

As reported in a Schedule 13G/A filed with the SEC on February 10, 2023, Dimensional Fund Advisors LP has sole voting power over 8,591,287 shares of our common stock and sole dispositive power over 8,728,134 shares of our common stock. The address for Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, Texas 78746.

 

(6)

As reported in a Schedule 13G/A filed with the SEC on February 9, 2023, FMR LLC has sole voting power over 6,717,779 shares of our common stock and sole dispositive power over 6,717,779 shares of our common stock. The address for FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.

 

(7)

Includes (i) 11,963 shares held by William H. Lyon; (ii) 4,135,316 shares held by Lyon LLC; (iii) 159,916 shares held by The William Harwell Lyon Separate Property Trust established July 28, 2000 (the “Lyon Trust”); (iv) 46,127 shares held by The William and Willa Dean Lyon Family Trust (the “Lyon Family Trust”); (v) 107,208 shares subject to vested stock options, with an exercise price of $28.91 per share and an expiration date of April 1, 2025; and (vi) 5,781 RSUs scheduled to vest within 60 days of the Record Date. Mr. Lyon is trustee of the Lyon Trust and co-trustee of the Lyon Family Trust and holds voting and dispositive power over the shares held in these trusts. The members of Lyon LLC are the LYON SHAREHOLDER 2012 IRREVOCABLE TRUST NO. 1 established December 24, 2012, the LYON SHAREHOLDER 2012 IRREVOCABLE TRUST NO. 2 established December 24, 2012 and the Lyon Trust (collectively, the “Trusts”). Mr. Lyon is the beneficiary of each of the Trusts, and is the manager of Lyon LLC. In such capacity, William H. Lyon has voting and investment power of the securities held by Lyon LLC.

 

(8)

Includes 8,925 shares of our common stock held in a family trust, of which Ms. Mariucci serves as trustee.

 

(9)

Reflects security ownership of our current directors and executive officers.

 

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  CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS    

 

Certain Relationships and Related Person Transactions

Indemnification of Directors and Officers

We enter into customary indemnification agreements with our executive officers and directors that provide, in general, that we will provide them with customary indemnification in connection with their service to us or on our behalf.

Related Person Transaction Policy

We have adopted a written Related Person Transaction Policy, which sets forth our policy with respect to the review, approval, ratification and disclosure of all related person transactions by our audit committee. In accordance with our Related Person Transaction Policy, our audit committee has overall responsibility for the implementation and compliance with this policy.

For the purposes of our Related Person Transaction Policy, a “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we were, are or will be a participant and in which any related person (as defined in our Related Person Transaction Policy) had, has or will have a direct or indirect material interest, in excess of $120,000. A “related person transaction” does not include any employment relationship or transaction involving an executive officer and any related compensation resulting solely from that employment relationship which has been reviewed and approved, or recommended to the board of directors for approval, by our board of directors or compensation committee (or group of independent directors performing a similar function).

Our Related Person Transaction Policy requires that notice of a proposed related person transaction be provided to our legal department prior to entering into such transaction. If our legal department determines that such transaction is a related person transaction, the proposed transaction will be submitted to our audit committee for consideration. Under our Related Person Transaction Policy, only our audit committee or audit committee chair will be permitted to approve those related person transactions that are in, or not inconsistent with, our best interests. In the event we become aware of a related person transaction that has not been previously reviewed, approved or ratified under our Related Person Transaction Policy and that is ongoing or is completed, the transaction will be submitted to our audit committee so that it may determine whether to ratify, rescind or terminate the related person transaction. Our Related Person Transaction Policy also provides that our audit committee or audit committee chair will review certain previously approved or ratified related person transactions that are ongoing to determine whether the related person transaction remains in our best interests and the best interests of our stockholders.

In reviewing a related person transaction for ratification, or a previously approved or ratified related person transaction for rescission or termination, the audit committee will consider the relevant facts and circumstances, including (i) the importance and fairness of the transaction both to the Company and to the related person; (ii) the business rationale for engaging in the transaction and the benefits to the Company of the proposed related person transaction; (iii) whether the transaction would likely impair the judgment of a director or executive officer to act in the best interest of the Company; (iv) the impact on a director’s independence in the event the related person is a director, an immediate family member of a director or an entity in which a director is a partner, stockholder or executive officer; (v) whether the value and the terms of the transaction are substantially similar as compared to those of similar transactions previously entered into by the Company with non-related persons or are on terms no less favorable than would have been obtained in an arm’s length transaction with an unaffiliated third party; (vi) if applicable, the availability of other sources of comparable products or services; and (vii) any other matters that the audit committee (or audit committee chair) deems appropriate.

 

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    ADDITIONAL INFORMATION  

 

Additional Information

List of Stockholders of Record

In accordance with Delaware law, a list of the names of our stockholders of record entitled to vote at the Annual Meeting will be available for 10 days prior to the Annual Meeting for any purpose germane to the meeting, between the hours of 8:30 a.m. and 4:30 p.m. local time at our principal executive offices at 4900 N. Scottsdale Road, Suite 2000, Scottsdale, Arizona 85251.

Submission of Stockholder Proposals at Next Year’s Annual Meeting

To be considered for inclusion in next year’s proxy statement and form of proxy, stockholder proposals for the 2024 Annual Meeting of Stockholders must be received at our principal executive offices no later than the close of business on December 16, 2023, unless the date of the 2024 Annual Meeting of Stockholders is more than 30 days before or after May 25, 2024, in which case the proposal must be received a reasonable time before we begin to print and mail our proxy materials.

For any proposal or director nomination that is not submitted for inclusion in next year’s proxy statement pursuant to the process set forth above, but is instead sought to be presented directly at the 2024 Annual Meeting of Stockholders, stockholders are advised to review our By-laws as they contain requirements with respect to advance notice of stockholder proposals and director nominations. To be timely, the notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the date of the prior year’s annual meeting of stockholders. Accordingly, any such stockholder proposal or director nomination must be received between January 26, 2024 and February 25, 2024 for the 2024 Annual Meeting of Stockholders. In the event that the 2024 Annual Meeting of Stockholders is convened more than 30 days prior to or delayed by more than 60 days after May 25, 2024, notice by the stockholder, to be timely, must be received no earlier than the 120th day prior to the 2024 Annual Meeting of Stockholders and no later than the later of (1) the 90th day prior to the 2024 Annual Meeting of stockholders and (2) the tenth day following the day on which we notify stockholders of the date of the 2024 Annual Meeting of Stockholders, either by mail or other public disclosure.

All proposals should be sent to our principal executive offices at 4900 N. Scottsdale Road, Suite 2000, Scottsdale, Arizona 85251, Attention: Office of the Secretary.

We advise you to review our By-laws for additional stipulations relating to the process for identifying and nominating directors, including advance notice of director nominations and stockholder proposals. Copies of the pertinent by-law provisions are available on request to the Office of the Secretary at the address set forth above.

Consideration of Stockholder-Recommended Director Nominees

Our nominating and governance committee will consider director nominee recommendations submitted by our stockholders. Stockholders who wish to recommend a director nominee must submit their suggestions in the manner set forth in our By-laws as described above to our principal executive offices at 4900 N. Scottsdale Road, Suite 2000, Scottsdale, Arizona 85251, Attention: Office of the Secretary.

As required by our By-laws, stockholders should include the name, biographical information and other relevant information relating to the recommended director nominee, including, among other things, information that would be required to be included in the proxy statement filed in accordance with applicable rules under the Exchange Act and the written consent of the director nominee to be named as a nominee and to serve as a director if elected, among other requirements set forth in our By-laws. Evaluation of any such recommendations is the responsibility of the nominating and governance committee. In the event of any stockholder recommendations, the nominating and governance committee will evaluate the persons recommended in the same manner as other candidates.

Communications with the Board of Directors

Any stockholder or other interested party may contact our board of directors as a group, our non-employee directors as a group, or any individual director by sending written correspondence to the following address: Board of Directors, Taylor Morrison Home Corporation, Attn: Office of the Secretary, 4900 N. Scottsdale Road, Suite 2000, Scottsdale,

 

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  ADDITIONAL INFORMATION    

 

Arizona 85251. Stockholders or other interested parties should clearly specify in each communication the name(s) of the group of directors or the individual director to whom the communication is addressed. The Chief Legal Officer and Secretary will review all correspondence and will forward to the board of directors or an individual director a summary of the correspondence received and copies of correspondence that the Chief Legal Officer and Secretary determines requires the attention of the board of directors or such individual director. The board of directors and any individual director may at any time request copies and review all correspondence received by the Chief Legal Officer and Secretary that is intended for the board of directors or such individual director.

Delivery of Materials to Stockholders with Shared Addresses

Any stockholder, including both stockholders of record and beneficial holders who own their shares through a broker, bank or other nominee, who shares an address with another such holder of our common stock is only being sent one Notice or set of proxy materials, unless such holder has provided contrary instructions. If you wish to receive a separate copy of these materials or if you are receiving multiple copies and would like to receive a single copy, please contact our investor relations department by telephone at (480) 734-2060, by email at investor@taylormorrison.com or by writing to Investor Relations, Taylor Morrison Home Corporation, 4900 N. Scottsdale Road, Suite 2000, Scottsdale, Arizona 85251.

Taylor Morrison Home Corporation

 

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Darrell C. Sherman

Executive Vice President, Chief Legal Officer and Secretary

We make available, free of charge on our website, all of our filings that are made electronically with the SEC, including Forms 10-K, 10-Q and 8-K. These filings are available on the Investor Relations page of our corporate website at www.taylormorrison.com under the category “Financials.” Copies of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, including financial statements and schedules thereto filed with the SEC, are also available without charge to stockholders upon written request addressed to:

Office of the Secretary

Taylor Morrison Home Corporation

4900 N. Scottsdale Road

Suite 2000

Scottsdale, Arizona 85251

 

66 | Taylor Morrison Home Corporation Notice of 2023 Annual Meeting of Stockholders and Proxy Statement


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TAYLOR MORRISON HOME CORPORATION (TMHC)4900 N. SCOTTSDALE ROAD, SUITE 2000SCOTTSDALE, AZ 85251SCAN TOVIEW MATERIALS & VOTEVOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May 24, 2023. 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.During The Meeting - Go to www.virtualshareholdermeeting.com/TMHC2023You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 24, 2023. 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. Mailed proxy cards must be received no later than May 24, 2023.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:V09108-P88808KEEP THIS PORTION FOR YOUR RECORDSDETACH AND RETURN THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.TAYLOR MORRISON HOME CORPORATION (TMHC)The Board of Directors recommends you vote FOR the following director nominees:1.Election of Directors Nominees:1a. Peter Lane1b. William H. Lyon1c. Anne L. Mariucci1d. David C. Merritt1e. Andrea Owen1f. Sheryl D. Palmer 1g. Denise F. Warren1h. Christopher Yip For AgainstAbstainThe Board of Directors recommends you vote FOR proposals 2 and 3.2.Advisory vote to approve the compensation of the Company's named executive officers.3.Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.NOTE: To transact such other business as may properly come before the meeting or any adjournments or postponements of the Annual Meeting. ForAgainstAbstainPlease sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date


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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Annual Report and Notice and Proxy Statement are available at www.proxyvote.com.V09109-P88808TAYLOR MORRISON HOME CORPORATION (TMHC)Annual Meeting of StockholdersMay 25, 2023, 8:00 AM Eastern TimeThis proxy is solicited by the Board of DirectorsThe stockholder hereby appoints Louis Steffens and Darrell C. Sherman, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes each of them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of TAYLOR MORRISON HOME CORPORATION (TMHC) that the stockholder is entitled to vote at the Annual Meeting of Stockholders to be held at 8:00 AM, Eastern Time on May 25, 2023, virtually at www.virtualshareholdermeeting.com/TMHC2023, and at any adjournments or postponements thereof.This proxy, when properly executed, will be voted in the manner directed herein. If this proxy is signed, but no such direction is made, this proxy will be voted "FOR" the director nominees listed on the reverse side and "FOR" proposals 2 and 3, and at the discretion of the proxy holders on any other matter(s) that may properly come before the Annual Meeting or any adjournments or postponements thereof. Continued and to be signed on reverse side