PHM PulteGroup Inc

Achieved record revenues of $16 billion and diluted earnings per share of $11.72, while lowering the Company’s debt-to-capital ratio to 15.9%. These results are all the more impressive given the volatile macroeconomic conditions that saw a dramatic rise in mortgage interest rates leading into 2023.

Returned $1.1 billion to shareholders through share repurchases and dividends, which brings the Company’s 5-year total of repurchases to $4.1 billion.

Filled out its senior leadership team with the hiring of a new Chief Operating Officer and a Chief People Officer. The organization also continued to evidence its strong culture as it was again named a Fortune 100 Great Place to Work.

Continued to advance important sustainability initiatives designed to support our Company’s ongoing business and financial success. Among its efforts, the Company is advancing the energy efficiency of all its homes and made significant progress toward our goal of having all of homes built in 2025 capable of being Energy Star 3.1 certified.

BOARD NOMINEE HIGHLIGHTS

Significant corporate leadership

experience at public companies

in relevant industries

Broad governance experience

by service on other public

company boards

Mix of seasoned directors

and fresh perspectives

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SEVEN OF OUR NOMINEES HAVE
EXPERIENCE IN THE REAL ESTATE
OR CONSUMER MARKETS

Shareholder Rights

   Annual election of all directors

   Majority vote standard in uncontested director elections

   Right to call a special meeting for shareholders with 20% or more of outstanding shares

   Right to take action by written consent for shareholders

   Active engagement with the Company’s top 20 largest shareholders

Independent Oversight

   Strong Non-Executive Chairman role

   Audit Committee, Compensation and Management Development Committee and Nominating and Governance Committee each comprised solely of independent directors

   All directors are independent except the Chief Executive Officer

   Committees have authority to retain independent advisors

Good Governance

   Frequent cross-committee and Board communications

   Regular Board, committee and director evaluation processes

   Code of ethical business conduct and code of ethics

   Director orientation and continuing education programs

   Meaningful share ownership guidelines for executive officers and directors

   Prohibition against hedging and pledging Company securities by all employees and directors

   Charter of Nominating and Governance Committee expresses strong commitment to inclusion of diverse groups, knowledge and viewpoints in selection of Board nominees

The Board recommends a vote FOR the ratification of the appointment of Ernst & Young LLP as the independent registered public accountant for 2024.

•  Independent firm with a reputation for integrity and competence

•  Provides significant financial reporting expertise

•  Few ancillary services and reasonable fees

u See page 61 for further information

The Board recommends a vote FOR this proposal.

•  Ongoing review of compensation practices by Compensation and Management Development Committee with assistance from an independent compensation consultant

•  Compensation programs designed to reward executives for performance against established performance objectives and improving shareholder returns

•  Adherence to commonly viewed executive compensation best practices

u  See pages 62-63 for further information

The Board recommends a vote FOR this proposal.

•  Elimination of the 69.3% supermajority voting requirement to enter into certain business combinations with interested shareholders in Article X of the Articles of Incorporation.

•  Elimination of the 69.3% supermajority voting requirement to amend Articles X and XI of the Articles of Incorporation.

u  See page 64 for further information

The Board recommends a vote AGAINST this proposal.

•  Given the management proposal on the same topic to eliminate the 69.3% supermajority voting requirements in the Company’s Articles of Incorporation, this proposal is unnecessary and confusing.

u  See pages 65-66 for further information

The Board recommends a vote AGAINST this proposal.

•  The Company’s existing By-laws effectively satisfy the goals of the shareholder proposal while preserving the flexibility of the Board to exercise its independent judgment on a case-by-case basis in the best interest of all shareholders.

u  See pages 67-68 for further information

Element

BASE SALARY

ANNUAL INCENTIVE

Provides annual incentive opportunities competitive with market practices to attract, motivate and retain top executive talent.

Rewards executives for annual performance results relative to pre-established goals deemed critical to the success of the Company and its strategy and for year-over-year growth in pre-tax income.

Focuses on key annual results that we believe will position the Company for success over time, in keeping with the interests of shareholders.

Retention of talent over performance / vesting period

LONG-TERM INCENTIVE PROGRAM

Provides equity incentives competitive with market practices in order to attract, motivate and retain top executive talent.

Focuses executives on long-term performance of the Company.

Directly aligns interests of executives with those of our shareholders.

Retention of talent over performance / vesting period.

Beginning in 2024, all performance metrics are based on relative performance to peer group

RESTRICTED SHARE UNITS

Provides equity incentives competitive with market practices in order to attract, motivate and retain top executive talent.

Focuses executives on long-term performance of the Company.

Directly aligns interests of executives with those of our shareholders.

Retention of talent over performance / vesting period.

WHAT WE DO

WHAT WE DO NOT DO

has not been an employee of the Company for at least three years;

has not, during the last three years, been employed as an executive officer by a company for which an executive officer of the Company concurrently served as a member of such company’s compensation committee;

has no immediate family members (i.e., spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law and anyone (other than employees) who shares the director’s home) who did not satisfy the foregoing criteria during the last three years; provided, however, that such director’s immediate family member may have served as an employee but not as an executive officer of the Company during such three-year period so long as such immediate family member shall not have received, during any twelve-month period within such three-year period, more than $120,000 in direct compensation from the Company for such employment;

is not a current partner or employee of the Company’s internal or external audit firm, and the director was not within the past three years a partner or employee of such a firm who personally worked on the Company’s internal or external audit within that time;

has no immediate family member who (i) is a current partner of a firm that is the Company’s internal or external auditor, (ii) is a current employee of such a firm and personally works on the Company’s internal or external audit or (iii) was within the past three years a partner or employee of such a firm and personally worked on the Company’s audit within that time;

has not received, and has no immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company (other than in his or her capacity as a member of the Board);

is not a current employee, and has no immediate family member who is a current executive officer, of a company that made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues;

does not serve, and has no immediate family member who has served, during the last three years as an executive officer or general partner of an entity that has received an investment from the Company or any of its subsidiaries, unless such investment is less than the greater of $1 million or 2% of such entity’s total invested capital in any of the last three years; and

has not been, and has no immediate family member who has been, an executive officer of a charitable or educational organization for which the Company contributed more than the greater of $1 million or 2% of such charitable organization’s consolidated gross revenues, in any of the last three years.

Kristen Actis-Grande

Nominee for Election

Age: 43

Experience & Skills:

Biography

Ms. Actis-Grande has significant financial experience as a chief financial officer of a large public company and through serving in increasing roles of responsibility within the finance function of a large public multi-national manufacturer of products used in residential, commercial and industrial applications. Ms. Actis-Grande has extensive knowledge of the preparation and review of complex financial reporting statements as well as experience in internal controls, risk management and risk assessment. Her experience as a senior executive for one of the largest manufacturers of heating and cooling systems for residential applications gives her unique insights into the homebuilding industry and the broader economy.

Relevant Business Experience:

Since 2020 Ms. Actis-Grande has served as Executive Vice President and Chief Financial Officer of MSC Industrial Direct Co., Inc., a leading North American distributor of a broad range of metalworking and maintenance repair and operations (MRO) products and services. At MSC, in addition to the leadership of all finance related functions, Ms. Actis-Grande is also responsible for corporate strategy, mergers and acquisitions, and investor relations. Prior to joining MSC, Ms. Actis-Grande served in various finance-related roles for seventeen years at Ingersoll Rand Inc., a provider of flow creation and industrial products, including as Chief Financial Officer for their Compression Technologies and Services Division from 2018 to 2020 and Chief Financial Officer for their Residential HVAC and Supply division from 2016 to 2018 which included the Trane and American Standard brands. Ms. Actis-Grande is an audit committee financial expert for purposes of the SEC’s rules.

Brian P. Anderson

Director Since: 2005

Age: 73

Committees:

• Audit

• Finance and Investment

Experience & Skills:

Biography

Mr. Anderson has significant experience as a chief financial officer of two large multinational companies and as a director of several large public companies. In addition, he has held finance positions including chief financial officer, corporate controller and vice president of audit and was an audit partner at an international public accounting firm. Mr. Anderson has significant experience in the preparation and review of complex financial reporting statements as well as experience in risk management and risk assessment. Mr. Anderson also serves on the board of directors of Stericycle, Inc. and previously served on the board of directors of W.W. Grainger, Inc., among other public companies.

Relevant Business Experience:

Mr. Anderson is the former Executive Vice President of Finance and Chief Financial Officer of OfficeMax Incorporated, a distributor of business-to-business and retail office products. Prior to assuming this position in 2004, Mr. Anderson was Senior Vice President and Chief Financial Officer of Baxter International Inc., a global diversified medical products and services company, a position he assumed in 1998. Mr. Anderson has extensive experience sitting on and chairing the audit committees of public companies. Mr. Anderson also brings to the Board meaningful experience based on his service as the former Lead Director of W.W. Grainger, Inc. and former Chairman of A.M. Castle & Co., as well as his service as a Governing Board Member at the Center for Audit Quality. Mr. Anderson is an audit committee financial expert for purposes of the SEC’s rules.

Public Company Board Experience:

•  W.W. Grainger, Inc. (1999 - 2022)

•  James Hardie Industries plc (2006 - 2020)

•  Stericycle, Inc. (2017 - present)

•  A.M. Castle & Co. (2005 - 2016)

Bryce Blair

Director Since: 2011

Age: 65

Committees:

• Audit

• Nominating and Governance Committee (Chair)

Experience & Skills:

Biography

Mr. Blair has substantial experience in real estate development and investment, including having spent over ten years as Chairman and Chief Executive Officer of a public real estate investment trust. In addition, in his former role as chief executive officer of AvalonBay Communities, Inc., Mr. Blair was responsible for day-to-day operations, and he was regularly involved in the preparation and review of complex financial reporting statements. Mr. Blair also brings to the Board meaningful experience based on his service on the boards of directors of AvalonBay Communities, Inc., Regency Centers Corp., and Invitation Homes, Inc., where he served as Non-Executive Chairman of the board.

Relevant Business Experience:

Mr. Blair is the Manager of Harborview Associates, LLC, a company that holds and manages investments in various real estate properties. Mr. Blair is also the former Chairman of the Board and the former Chief Executive Officer of AvalonBay Communities, Inc. In addition, Mr. Blair served in a number of senior leadership positions with AvalonBay Communities, Inc., including Chief Executive Officer from February 2001 through December 2011, President from September 2000 through February 2005 and Chief Operating Officer from February 1999 to February 2001. He is a member of the Advisory Board of Navitas Capital, a venture capital firm focused on technology for the real estate sector. Mr. Blair also serves on the Advisory Board of the Boston College Center for Real Estate and Urban Action. Mr. Blair is also a past member of the National Association of Real Estate Investment Trusts, where he served as Chairman and was on the Executive Committee and the Board of Governors, and the Urban Land Institute, where he is past Chairman of the Multifamily Council and is a past Trustee.

Public Company Board Experience:

•  Invitation Homes Inc. (2017 - 2021)

•  Regency Centers Corp. (2014 - present)

•  AvalonBay Communities, Inc. (2002 - 2013)

Thomas J. Folliard

Director Since: 2012

Age: 59

Committees:

None (Mr. Folliard is the Non-Executive Chairman)

Experience & Skills:

Biography

Mr. Folliard has extensive experience as Chief Executive Officer of a large, consumer-focused public company. In connection with that role, Mr. Folliard has significant experience in operational matters and business strategy, which adds a valuable perspective for the Board’s decision-making. Mr. Folliard also brings to the Board of Directors meaningful experience based on his service on the board of directors of CarMax, Inc., currently as Non-Executive Chairman, and as a member of the Audit Committee of both Baron Investment Funds and Baron Select Funds.

Relevant Business Experience:

Mr. Folliard currently serves as a Trustee to Baron Investment Funds Trust and Baron Select Funds and has been in such positions since August 2017. Mr. Folliard served as President and Chief Executive Officer of CarMax, Inc., the largest retailer of used autos in the United States, from 2006 until his retirement on August 31, 2016. He continues to serve CarMax as Non-Executive Chairman of the board. He joined CarMax, Inc. in 1993 as the Senior Buyer and became the Director of Purchasing in 1994. Mr. Folliard was promoted to Vice President of Merchandising in 1996, Senior Vice President of Store Operations in 2000 and Executive Vice President of Store Operations in 2001.

Public Company Board Experience:

•  Baron Investment Funds Trust (2017 - present)

•  Baron Select Funds (2017 - present)

•  CarMax, Inc. (2006 - present)

Cheryl W. Grisé

Director Since: 2008

Age: 71

Committees:

• Compensation and Management Development

• Nominating and Governance

Experience & Skills:

Biography

Ms. Grisé has significant experience as a director of several large public corporations and as a former executive officer of a public utility holding company. Ms. Grisé’s substantial executive and operational experience, along with earlier experience as general counsel, corporate secretary and chief human resources executive, provide her with a unique perspective on the complex legal, governance, human capital and other issues that affect companies in regulated industries, as well as the effective functioning of the Company’s corporate governance structures. Ms. Grisé also brings to the Board meaningful experience based on her service as Lead Director of MetLife, Inc. and her service on the boards of directors of several other public companies, including ICF International, Inc.

Relevant Business Experience:

Ms. Grisé was Executive Vice President of Northeast Utilities (now Eversource Energy), a public utility holding company, from December 2005 until her retirement effective July 2007; Chief Executive Officer of its principal operating subsidiaries from September 2002 to January 2007; President of the Utility Group of Northeast Utilities Service Company from May 2001 to January 2007; and Senior Vice President, Secretary and General Counsel of Northeast Utilities from 1998 to 2001.

Public Company Board Experience:

•  MetLife, Inc. (2004 - present)

•  ICF International, Inc. (2012 - present)

•  Dollar Tree, Inc. (2022 - present)

•  Pall Corporation (2007 - 2015)

André J. Hawaux

Director Since: 2013

Age: 63

Committees:

• Audit (Chair)

• Finance and Investment

Experience & Skills:

Biography

Mr. Hawaux has significant experience serving as a senior officer of several corporations, including as executive vice president and chief financial officer of a large, consumer-focused public company. In connection with that role, Mr. Hawaux has extensive experience in operational matters and business strategy, which adds a valuable perspective for the Board’s decision-making. In addition, Mr. Hawaux has significant experience in the preparation and review of complex financial reporting statements as well as experience in risk management and risk assessment. Mr. Hawaux also serves on the boards of directors of Lamb Weston Holdings, Inc. where he is a member of the audit and finance committees, and Tractor Supply Company where he is a member of the audit and nominating & governance committees.

Relevant Business Experience:

Mr. Hawaux is the Former Executive Vice President, Chief Financial Officer, and Chief Operating Officer of Dick’s Sporting Goods, Inc. Mr. Hawaux joined Dick’s Sporting Goods, Inc., a leading omni-channel sporting goods retailer, in June 2013 as Executive Vice President, Finance Administration and Chief Financial Officer and also served as its Executive Vice President, Chief Operating Officer through August 2017. Mr. Hawaux served as president of the Consumer Foods business of ConAgra Foods, Inc. (now ConAgra Brands Inc.), one of North America’s leading packaged food companies, from 2009 until May 2013. He joined ConAgra as Executive Vice President and Chief Financial Officer in 2006, and prior to ConAgra, he served as general manager of a large U.S. division of PepsiAmericas. Mr. Hawaux also previously served as Chief Financial Officer for Pepsi-Cola North America and Pepsi International’s China business unit. Mr. Hawaux is an audit committee financial expert for purposes of the SEC’s rules.

Public Company Board Experience:

•  Lamb Weston Holdings, Inc. (2017 - present)

•  Tractor Supply Company (2022 - present)

J. Phillip Holloman

Director Since: 2020

Age: 68

Committees:

• Audit

• Finance and Investment

Experience & Skills:

Biography

Mr. Holloman brings significant insight to the Board from his career as an executive of Cintas Corporation, including in his position as President and Chief Operating Officer from 2008 to 2018. Mr. Holloman successfully guided Cintas during a challenging economic period and led Cintas’ rebranding exercise, including offering new products and services, as well as its entrance into new markets. Mr. Holloman has extensive knowledge and experience in the areas of process improvement, operations, sales and marketing. He also led his functions’ succession planning, improvement of diversity and inclusion practices, and compensation and benefits strategy. Mr. Holloman’s leadership and operational experience give him a comprehensive understanding of processes, strategy, risk management and how to manage complex business operations. Mr. Holloman has also served on the boards of directors of Rockwell Automation, Inc. and BlackRock Fixed Income.

Relevant Business Experience:

Mr. Holloman served as President and Chief Operating Officer of Cintas Corporation, a publicly traded provider of corporate uniforms and related business services, from 2008 until July 2018. He joined Cintas in 1996 and has served in various positions including Vice President – Engineering/Construction from 1996 to 2000, Vice President – Distribution/Production Planning from 2000 to 2003, Executive Champion of Six Sigma Initiatives from 2003 to 2005, and Senior Vice President – Global Supply Chain Management from 2005 until 2008. Mr. Holloman was also recruited to be the Non-Executive Chair at Vestis Corporation as Aramark spun-out its uniform business into a separate public company in 2023.

Public Company Board Experience:

•  Rockwell Automation (2013 - 2023)

•  Vestis Corporation (2023 - present)

•  Blackrock Fixed Income (2021 - present)

Ryan R. Marshall

Director Since: 2016

Age: 49

Committees:

• Finance and Investment

Experience & Skills:

Biography

Mr. Marshall brings significant insight to the Board from his tenure at PulteGroup, including in his position as President and Chief Executive Officer and his management of many of the Company’s largest operations. Mr. Marshall’s extensive experience at the Company through various financial and operational roles prior to his appointment as the Chief Executive Officer of the Company provides an in-depth understanding of PulteGroup’s operations and complexity and adds a valuable perspective for Board decision-making. Mr. Marshall also serves on the board of directors of Floor & Decor Holdings, Inc. where he sits on the audit committee.

Relevant Business Experience:

Mr. Marshall is President and Chief Executive Officer of PulteGroup, Inc. Mr. Marshall has served as the President and Chief Executive Officer of PulteGroup, Inc. since September 8, 2016, and as the President since February 15, 2016. Prior to becoming CEO, Mr. Marshall most recently had the responsibility for the Company’s homebuilding operations and its marketing and strategy departments. Prior to being named President, Mr. Marshall was Executive Vice President of Homebuilding Operations since May 2014. Other previous roles included Area President for the Company’s Southeast Area since November 2012, Area President for Florida, Division President in both South Florida and Orlando and Area Vice President of Finance. In those roles, he has managed various financial and operating functions including financial reporting, land acquisition and strategic market risk and opportunity analysis.

Public Company Board Experience:

•  Floor & Decor Holdings, Inc. (2020 - present)

John R. Peshkin

Director Since: 2016

Age: 63

Committees:

• Audit

• Finance and Investment (Chair)

Experience & Skills:

Biography

Mr. Peshkin has significant experience as a founder and managing partner at a leading real estate investment group. In addition, Mr. Peshkin also has significant experience in the real estate and home building industries as a successful senior executive, as an investor and as a board member at two of the nation’s top builders, which brings valuable industry knowledge and insight to the Board. Mr. Peshkin also brings to the Board meaningful experience based on his service on the board of directors of for-profit companies and non-profit institutions.

Relevant Business Experience:

Mr. Peshkin is the founder and Managing Partner at Vanguard Land, LLC, a private real estate investment group focused on the acquisition and development of residential and commercial properties throughout Florida since 2008. He was previously the founder and Chief Executive Officer of Starwood Land Ventures, an affiliate of Starwood Capital Group Global, a real estate private equity firm, until 2008. Mr. Peshkin spent 24 years with Taylor Woodrow plc, a national homebuilder, serving as its North American CEO and President from 2000 to 2006. Mr. Peshkin is an audit committee financial expert for purposes of the SEC’s rules.

Public Company Board Experience:

•  Standard Pacific Corp. (subsequently CalAtlantic Group, Inc., which was then acquired by Lennar Corporation) (2012 - 2015)

Scott F. Powers

Director Since: 2016

Age: 64

Committees:

• Compensation and Management Development (Chair)

• Nominating and Governance

Experience & Skills:

Biography

Mr. Powers has significant experience as a financial services executive executing growth strategies, managing operations and leading efforts in risk and crisis management. Mr. Powers brings additional skills to the Board honed through a career of managing through financial industry change. Mr. Powers also has public company board experience as a current member of the boards of directors of Sun Life Financial, Inc., where he also serves as Non-Executive Chairman of the Board, and Automatic Data Processing, Inc. He was also previously member of the board of directors of Whole Foods Market, Inc.

Relevant Business Experience:

Mr. Powers is the Former President and Chief Executive Officer of State Street Global Advisors. Mr. Powers held leadership positions at State Street Corporation, a financial holding company that performs banking services through its subsidiaries, from 2008 to 2015, most recently as Executive Vice President of State Street Corp, President and Chief Executive Officer of State Street Global Advisors. Mr. Powers also served as a member of the State Street Management Committee. In addition, he previously served as President and Chief Executive Officer of Old Mutual USA and Old Mutual Asset Management from 2001 to 2008. He also held executive roles at Mellon Financial Corporation and Boston Company Asset Management.

Public Company Board Experience:

•  Automatic Data Processing, Inc. (2018 - present)

•  Sun Life Financial, Inc. (2015 - present)

•  Whole Foods Market, Inc. (2017)

Lila Snyder

Director Since: 2018

Age: 51

Committees:

• Compensation and Management Development

• Finance and Investment

Experience & Skills:

Biography

Ms. Snyder has significant experience as a consultant and corporate executive in a wide variety of industries. Ms. Snyder has advised on and led innovation initiatives in the areas of digital technology, media, cybersecurity and communications. Ms. Snyder also brings significant skills to the Board relating to strategy, operations, marketing and sales as a current chief executive officer of a large multi-national private company and as a former C-level executive of a Fortune 1000 Company.

Relevant Business Experience:

Ms. Snyder has served as Chief Executive Officer of Bose Corporation, a manufacturer of audio equipment, since August 2020. Prior to her current role, Ms. Snyder held numerous senior leadership positions at Pitney Bowes, Inc., including Executive Vice President and President, Commerce Services from October 2017 to August 2020, President of Global Ecommerce from June 2015 to October 2017, and President of Document Messaging Technologies from November 2013 to June 2015. Prior to joining Pitney Bowes, Inc., Ms. Snyder was a partner at global consultancy firm McKinsey & Company, Inc., where she led McKinsey’s Stamford office and served clients in the technology, media and communications sectors.

The Board of Directors recommends that shareholders vote “FOR” the election of these eleven nominees.

If a nominee is unable to stand for election, the Board may reduce the number of directors or choose a substitute. If the Board chooses a substitute, shares represented by proxies will be voted for the substitute. If a director retires, resigns, dies or is unable to serve for any reason, the Board may reduce the number of directors or appoint a new director to fill the vacancy. The new director would serve until the Company’s next annual meeting of shareholders.

ENTERPRISE RISK AND BOARD OF DIRECTORS’ OVERSIGHT

Board assessments—Each year, the Board and the Nominating and Governance Committee review and discuss the results of the Board’s self-assessment. The discussion includes an assessment of the Board’s compliance with the principles in the Corporate Governance Guidelines and an identification of areas in which the Board could improve its performance.

Committee assessments—Each year, each committee of the Board and the Nominating and Governance Committee review and discuss the results of the respective committee’s self-assessment. Each committee discussion includes an assessment of the respective committee’s compliance with the principles in the Corporate Governance Guidelines and the committee’s charter, as well as an identification of areas in which the committee could improve its performance.

Director assessments—Every other year, each director completes a self-assessment and an assessment of each other director, and that feedback is shared in one-on-one discussions with each director. The Chair of the Nominating and Governance Committee conducts these assessments, except for the Chair’s own assessment, which is currently conducted by the Non-Executive Chairman. These assessments are designed to enhance each director’s participation and role as a member of the Board, as well as to assess the competencies and skills each individual director is expected to bring to the Board. While formal self-assessments are conducted every other year, the Chair and the Nominating and Governance Committee regularly solicit feedback from the other directors and take action as necessary to ensure a well-functioning Board.

Previously filed SEC current reports, quarterly reports, annual reports and reports under Section 16(a) of the Exchange Act

Audit Committee Charter

Compensation and Management Development Committee Charter

Nominating and Governance Committee Charter

Finance and Investment Committee Charter

Code of Ethics (for Covered Senior Officers)

Code of Ethical Business Conduct

Corporate Governance Guidelines

By-laws