LENNAR CORPORATION Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) In a continued effort to be responsive to the feedback we received from extensive outreach to our shareholders in 2022, management consulted with an independent compensation advisor to obtain additional input on how we could continue to improve on the progress we made in 2022 in aligning our executive compensation programs with shareholder interests.
Based on this continued engagement, feedback, and extensive internal management
discussions, on
A summary of the fiscal year 2023 Executive Compensation Program is shown below:
Shareholder Feedback Impact of Action
("What We Heard From Our Action ("Why This is
Shareholders") ("What We Did") Important")
Short-term Cap on short-term Established dollar cap on cash ? Limits total
Incentives cash incentive bonuses - $7M , $6M , and $6M for short-term award
payout Stuart Miller, Rick Beckwitt, size
and Jon Jaffe, respectively
(same as FY 2022).
Lower pretax income New for FY 2023: Reduced ? Decreases earned
(PTI) percentage PTI payout percentage: short-term
incentives
From To ? Strengthens the
link between
short-term incentive
Executive 0.58% 0.20% payouts and Company
Chairman pretax income
performance
Co-CEOs 0.51% 0.15%
Balance of Equity incentives The incentive pay mix will be ? Provides greater
Short- and over cash targeted at approximately 20% alignment with
Long-term cash / 80% equity. shareholders
Incentives (same as FY 2022).
Balance of Long-term New for FY 2023: Increased the ? Provides even
Performance performance-based performance-based equity greater alignment
and Time-based equity incentives component of total long-term with performance
Equity over time-based incentives from 35% / 65% outcomes and
equity incentives (time-based shares / performance long-term
shares) to a target of shareholder value
approximately 30% / 70% creation
(time-based shares / performance
shares).
Above-median Above-median New for FY 2023: Performance ? Requires even
Performance targets for shares target will be increased greater
Targets relative metrics from the 60th percentile to the outperformance of
65th percentile relative to our our peers to earn
peer group. target payouts
? Strengthens the
Pay for Performance
link between
Executive
Compensation and
Company performance
relative to our peer
group
Strengthen Pay Lower threshold New for FY 2023: Decreased ? Reduces
for payout as a payout level at threshold compensation for
Performance % of target performance achievement from 50% underperformance
Link of target to 30% of target for
all performance goals. ? Strengthens the
Pay for Performance
link between
Executive
Compensation and
Company performance
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On
In addition, on
Forward-Looking Statements. Some of the statements in this Form 8-K are
"forward-looking statements," as that term is defined in the Private Securities
Litigation Reform Act of 1995, including statements regarding the Company's
earnings in fiscal 2023. These forward-looking statements are subject to risks,
uncertainties and assumptions. Accordingly, these forward-looking statements
should be evaluated with consideration given to the many risks and uncertainties
that could cause actual results and events to differ materially from those in
the forward-looking statements. They include the risks detailed in the Company's
filings with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description of Document
10.1 2023 Award Agreements under the Company's 2016 Incentive
Compensation Plan, as amended, for Mr. Miller , Mr. Beckwitt , Mr.
Jaffe, Ms. Bessette , Mr. McCall and Mr. Sustana .
10.2 Form of 2023 Award Agreement under the Company's 2016 Equity
Incentive Plan for Mr. Miller , Mr. Beckwitt , Mr. Jaffe , Ms. Bessette
and Mr. McCall .
104 Cover page Interactive data file (embedded within the inline XBRL
document)
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