Not independent
Tenure on this board
4.1 yrs
11 nominees · 5 ballot items.
Election of eleven directors; ratification of KPMG LLP as independent auditor; non-binding advisory vote to approve executive compensation; shareholder proposal to lower the ownership threshold to call a special meeting; shareholder proposal requesting disclosure of greenhouse gas emissions.
Elect eleven directors to serve for one-year terms until the 2027 Annual Meeting.
Ratify the appointment of KPMG LLP as NVR’s independent auditor for the year ending December 31, 2026.
Non-binding advisory vote to approve the compensation paid to NVR’s named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote approving the Company’s disclosed executive compensation practices, including the Compensation Discussion and Analysis and related tables and narratives. Management seeks shareholder approval to reaffirm its compensation philosophy emphasizing pay-for-performance, moderate cash compensation, and substantial long-term equity incentives structured as stock options tied to total shareholder return (TSR). The Board highlights key features: annual cash bonuses capped at 100% of base salary, periodic long-term stock option grants (including performance-based vesting tied to return on capital), robust stock ownership guidelines, and a strong alignment with long-term shareholder interests. The Board presents evidence of shareholder support in prior years (95% support in 2025 for 2024 pay) and underscores that executive target cash compensation is at or below peer group medians, further reducing short-term incentive misalignment. Management recommends a FOR vote, arguing these practices reduce risky short-term incentives, emphasize long-term TSR, and provide retention and alignment benefits. The proposal is advisory only, but the Compensation Committee will consider the vote outcome in future decisions. Given NVR’s unique compensation structure (periodic option grants, long vesting periods, and return-on-capital performance hurdles), shareholders should weigh whether these mechanisms appropriately balance retention, pay-for-performance, and shareholder alignment relative to industry peers and the company’s historic TSR and financial outcomes. The Board’s rationale focuses on long-term alignment and conservative cash compensation, while opponents (if any) would likely point to the concentrated use of options and potential lack of annual equity grants as areas to monitor for retention and incentive effectiveness.
Shareholder proposal requesting amendment of governing documents to allow shareholders holding a combined 10% of outstanding common stock (or the lowest percent permitted by law) to call a special shareholder meeting, including enabling online special meetings.
Shareholder proposal requesting a report disclosing the company's greenhouse gas (GHG) emissions, at reasonable expense and omitting proprietary information.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.58% | 177,625 | $1.2B |
| 2 | Capital Research Global Investors | 6.04% | 162,965 | $1.1B |
| 3 | BlackRock, Inc. | 5.16% | 139,185 | $917M |
| 4 | STATE STREET CORP | 4.73% | 127,596 | $841M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.42% | 119,297 | $786M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.40% | 64,759 | $425M |
| 7 | BlackRock, Inc. | 2.23% | 60,251 | $397M |
| 8 | PRINCIPAL FINANCIAL GROUP INC | 2.16% | 58,172 | $383M |
| 9 | Boston Partners | 1.76% | 47,574 | $314M |
| 10 | Capital World Investors | 1.51% | 40,761 | $269M |
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