Toll Brothers DEF 14A: Executive Compensation Details

TL;DR

Toll Brothers dropped its 2025 proxy statement detailing exec pay for FY24. Check out the pension and equity awards.

AI Summary

Toll Brothers, Inc. filed its DEF 14A on January 30, 2025, for the fiscal year ending October 31, 2024. The filing details executive compensation and other corporate governance matters. Key figures related to compensation for the fiscal year 2023-2024 are presented, including changes in pension values and equity awards for named executive officers.

Why It Matters

This filing provides shareholders with crucial information about how executive compensation is structured and awarded, impacting company performance and investor confidence.

Risk Assessment

Risk Level: medium — DEF 14A filings can reveal executive compensation practices that may be misaligned with shareholder interests, potentially leading to governance concerns.

Key Numbers

• 2024-10-31 — Fiscal Year End (The reporting period for the DEF 14A filing.)
• 2025-01-30 — Filing Date (The date Toll Brothers, Inc. submitted this DEF 14A.)

Key Players & Entities

• Toll Brothers, Inc. (company) — Filer of the DEF 14A
• 1140 VIRGINIA DRIVE, FORT WASHINGTON, PA 19034 (address) — Company's business and mailing address
• 2159388000 (phone_number) — Company's business phone number

FAQ

Key Financial Figures

• $10.6 billion — first time in our history, we generated $10.6 billion of home sales revenues, over $2.0 billi
• $2.0 billion — .6 billion of home sales revenues, over $2.0 billion of pre-tax income and over $1.5 billion
• $1.5 billion — $2.0 billion of pre-tax income and over $1.5 billion of net income. We produced record earni
• $15 — ed record earnings per diluted share of $15.01, a 21% increase over fiscal 2023, an
• $977,000 — es at an average price of approximately $977,000, and with a gross margin of 26.6%. Our
• $1.0 billion — d beyond. During the year, we generated $1.0 billion of cash flow from operations and return
• $721 million — cash flow from operations and returned $721 million to stockholders through share repurchas
• $300,000 — unities. Our home prices range from the $300,000s to over $5 million, and well over 25%
• $5 m — prices range from the $300,000s to over $5 million, and well over 25% of our homebuy
• $3.4 billion — of this land, we carried total debt of $3.4 billion at our 2014 fiscal year-end. At the end
• $2.8 billion — nder controlled, and our total debt was $2.8 billion. Over this same time period, we grew an
• $3.9 billion — we grew annual home sales revenue from $3.9 billion in fiscal 2014 to $10.6 billion in fisc
• $1.1 billion — years, we have generated an average of $1.1 billion of cash flow from operations each year,
• $3.0 billion — siness. We ended fiscal 2024 with over $3.0 billion of liquidity, including $1.3 billion of
• $1.3 billion — er $3.0 billion of liquidity, including $1.3 billion of cash and cash equivalents and $1.8 b

Filing Documents

• tol-20250129.htm (DEF 14A) — 1099KB
• tol-20250129_g1.jpg (GRAPHIC) — 145KB
• tol-20250129_g2.jpg (GRAPHIC) — 95KB
• tol-20250129_g3.jpg (GRAPHIC) — 172KB
• tol-20250129_g4.jpg (GRAPHIC) — 342KB
• tol-20250129_g5.jpg (GRAPHIC) — 337KB
• tol-20250129_g6.jpg (GRAPHIC) — 262KB
• tol-20250129_g7.jpg (GRAPHIC) — 243KB
• 0000794170-25-000011.txt ( ) — 5503KB
• tol-20250129.xsd (EX-101.SCH) — 2KB
• tol-20250129_def.xml (EX-101.DEF) — 2KB
• tol-20250129_lab.xml (EX-101.LAB) — 3KB
• tol-20250129_pre.xml (EX-101.PRE) — 1KB
• tol-20250129_htm.xml (XML) — 144KB

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 6 Proposal One—Election of Directors 8 Board Membership Criteria 8 Our Director Nominees 9 Proposal Two—Ratification of the Re-Appointment of Independent Registered Public Accounting Firm 15 Audit and Non-Audit Fees 15 Proposal Three—Advisory and Non-Binding Vote on Executive Compensation (Say on Pay) 16 Proposal Four — Amendment to Amended and Restated Certificate of Incorporation 17 Equity Compensation Plan Information 18 Corporate Governance 19 Corporate Governance Guidelines and Practices 21 Committees of the Board and Meetings 23 Director Attendance 26 Risk Oversight 27 ESG Risk Oversight 27 Director Compensation 28 Director Compensation Program 28 Director Compensation Table 29

Executive Compensation

Executive Compensation 30 Compensation Discussion and Analysis 30 Executive Summary 30 Description of Our Executive Compensation Program 35 Fiscal 2024 Compensation Decisions 37 Compensation Framework 43 Benefits and Perquisites 45 Other Compensation Practices and Policies 47 Compensation Committee Report 49

Executive Compensation Tables

Executive Compensation Tables 50 CEO Pay Ratio Disclosure 61 Pay Versus Performance 62 Audit and Risk Committee Report 66 Delinquent Section 16(a) Reports 66 Certain Relationships and Transactions 67 Stockholder Proposals for the 2025 Annual Meeting of Stockholders 70 Procedures for Recommending Candidates for Nomination to the Board of Directors 70 Consideration and Selection of Nominees for the Board 70 Householding Information 71 Solicitation of Proxies 71 Annual Report on Form 10-K 71 Other Business 71 TOLL BROTHERS, INC. PROXY STATEMENT Annual Meeting of Stockholders Tuesday, March 11, 2025 PROXY SUMMARY A summary of certain information in this proxy statement is provided below. Please review the complete proxy statement and our Annual Report on Form 10-K for the fiscal year ended October 31, 2024 before you vote. Toll Brothers Strategy and Fiscal 2024 Highlights Fiscal 2024 was a year of milestones for Toll Brothers. For the first time in our history, we generated $10.6 billion of home sales revenues, over $2.0 billion of pre-tax income and over $1.5 billion of net income. We produced record earnings per diluted share of $15.01, a 21% increase over fiscal 2023, and our return on beginning equity was 23.1%, the third consecutive year above 20%. We delivered 10,813 homes at an average price of approximately $977,000, and with a gross margin of 26.6%. Our SG&A expense was 9.3% of home sales revenues and our operating margin was 18.8%. In addition, we grew contracts by 27% in both units and dollars and increased community count by 10% to 408 communities at year end, positioning us for continued growth in fiscal 2025 and beyond. During the year, we generated $1.0 billion of cash flow from operations and returned $721 million to stockholders through share repurchases and dividends, reducing our outstanding share count by nearly 5% in fiscal 2024. This performance – even as mortgage rates remained elevated – reflects the

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management The following table sets forth beneficial ownership, as of the Record Date, of the Company's common stock by: (1) each person known to us to be the beneficial owner of more than 5% of the Company's common stock; (2) each of our directors (which includes all nominees for director) and named executive officers; and (3) all of our directors and executive officers as a group. To the best of our knowledge, each of the persons named in the table below as beneficially owning the shares set forth therein has sole voting power and sole investment power with respect to such shares, unless otherwise indicated. Except as otherwise noted, the address of each beneficial owner is c/o Toll Brothers, Inc., 1140 Virginia Drive, Fort Washington, Pennsylvania 19034. Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership (1) Percent of Common Stock BlackRock, Inc. (2) 13,367,118 13.38% 50 Hudson Yards New York, New York 10001 The Vanguard Group (3) 11,267,021 11.28% 100 Vanguard Blvd. Malvern, Pennsylvania 19355 Greenhaven Associates, Inc. (4) 5,536,503 5.54% 3 Manhattanville Road Purchase, New York 10577 Stephen F. East 15,287 * Christine N. Garvey 13,730 * Karen H. Grimes 15,155 * Derek T. Kan 4,840 * John A. McLean 18,054 * Wendell E. Pritchett 16,011 * Judith A. Reinsdorf — * Katherine M. Sandstrom — * Paul E. Shapiro 133,530 * Scott D. Stowell 5,092 * Douglas C. Yearley, Jr. 908,929 * Martin P. Connor 110,615 * Robert Parahus 56,695 * Directors, nominees and executive officers as a group (13 persons) (1) 1,297,938 1.29% * Less than 1% (1) Shares issuable pursuant to restricted stock units ("RSUs") vesting and stock options exercisable within 60 days after the Record Date are deemed to be beneficially owned. Accordingly, the information presented above includes the following number of shares of common stock underlying RSUs and stock options held by the following individua