Independent
Tenure on this board
14.0 yrs
Also a director at
Goosehead Insurance Inc (GSHD)
8 nominees · 4 ballot items.
Elect eight directors to serve until 2027; an advisory (nonbinding) vote to approve executive compensation (say-on-pay); an advisory vote on the frequency of future say-on-pay votes (board recommends one year); and ratification of Deloitte & Touche LLP as the independent registered public accounting firm for 2026.
Elect the board-nominated directors to serve until the 2027 Annual Meeting.
A nonbinding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy.
This is a nonbinding advisory 'say-on-pay' proposal asking shareholders to approve the compensation paid to the named executive officers as disclosed in Item 402 of Regulation S-K. Management is seeking this advisory endorsement to confirm that its pay philosophy — a pay-for-performance structure combining short-term cash incentives and long-term equity awards — is supported by shareholders and to inform future compensation design. The company’s compensation program for 2025 emphasized a balanced mix of short-term and long-term incentives, with the short-term program (Core AIP and Profit Sharing plan) tied to Homes Closed, Adjusted Home Closings Gross Margin, an Operation Stabilization Composite Score, EBT and RONA, and long-term awards tied to RONA and Revenue with a relative TSR modifier. The compensation committee retained an independent adviser (Semler Brossy) and applied rigorous goal-setting, but also exercised discretion: after challenging macro headwinds in 2025, the committee modestly adjusted payouts to reflect the company’s relative outperformance, resulting in a final adjusted short-term payout of 91.25% of target. Supporters would argue the multi-metric design and capped payouts align management incentives with durable, profitable growth and shareholder returns; critics could point to large target and maximum opportunity multiples for senior executives and discretionary adjustments to payouts. The board states it will consider the advisory vote results in future compensation decisions, indicating responsiveness to stockholder feedback despite the vote being nonbinding. Given the company’s sector-specific exposure to interest-rate and affordability pressures, the compensation structure’s emphasis on RONA and revenue plus a relative TSR modifier is intended to reward profitable growth rather than top-line expansion alone. For an analyst assessing governance risk, the key issues are the scale of potential payouts, the use and transparency of discretion in adjustments, and whether the performance measures and time horizons sufficiently constrain downside risk while incentivizing long-term value creation.
A nonbinding, advisory vote allowing shareholders to select whether future advisory votes on executive compensation should occur every one, two, or three years; the board recommends 'ONE YEAR.
This nonbinding 'say-on-frequency' proposal asks shareholders to indicate whether future advisory votes on executive compensation should be held every one, two, or three years; the board recommends that shareholders select 'ONE YEAR.' Management is seeking a choice from shareholders to establish a regular cadence for advisory feedback on compensation, and the board favors annual votes to ensure more frequent engagement and responsiveness to evolving governance expectations. Annual votes give investors a near-term mechanism to communicate concerns about executive pay and allow the board and compensation committee to adjust programs in a timely manner, which can be particularly relevant in volatile industries or during rapid strategy shifts. Opponents of an annual cadence often cite potential vote fatigue, administrative cost, and the argument that multi-year votes can better align with long-term compensation cycles and reduce short-term focus; a two- or three-year frequency can also reduce the noise from transitory market or macro events. In Taylor Morrison’s case, the board highlights the benefits of frequent input given the homebuilding sector’s sensitivity to interest rates, consumer demand swings, and strategic initiatives (e.g., Yardly build-to-rent scaling and share repurchase programs). Because the vote is advisory and nonbinding, the board will consider the outcome but retains discretion to set compensation policy; this limits the immediate legal effect but preserves a mechanism for shareholder influence. For analysts, the governance trade-off centers on whether more frequent votes materially improve accountability and compensation alignment versus creating governance overhead and potentially encouraging short-termism. The company’s current practice of annual say-on-pay votes and the compensation committee’s active engagement with shareholders suggest the board expects annual feedback to be most informative for ongoing compensation oversight.
Ratify the audit committee’s appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.82% | 8,237,993 | $480M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 6.56% | 6,124,289 | $357M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.76% | 4,448,416 | $259M |
| 4 | STATE STREET CORP | 4.76% | 4,447,348 | $259M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.45% | 4,157,019 | $242M |
| 6 | BlackRock, Inc. | 3.54% | 3,310,078 | $193M |
| 7 | AQR CAPITAL MANAGEMENT LLC | 3.32% | 3,102,463 | $180M |
| 8 | T. Rowe Price Investment Management, Inc. | 2.91% | 2,715,398 | $158M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.74% | 2,561,950 | $158M |
| 10 | Assenagon Asset Management S.A. | 2.73% | 2,554,498 | $149M |
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