Stuart Miller
About Stuart A. Miller
Stuart A. Miller (age 67) has served on the FPH Board since 2016 and as Executive Chairman since October 2021. He is Executive Chairman and Co‑CEO of Lennar Corporation (director since 1990; Executive Chairman since 2018; Co‑CEO since September 2023; CEO 1997–2018; President 1997–2011). As of February 2025, Miller and his family held Lennar shares entitling him to cast ~40% of Lennar’s combined votes; he was selected to FPH’s Board for his extensive real estate and public company governance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lennar Corporation | Co‑Chief Executive Officer | Sep 2023–present | Oversight of one of the largest U.S. homebuilders |
| Lennar Corporation | Executive Chairman | Apr 2018–present | Strategic leadership; governance oversight |
| Lennar Corporation | Chief Executive Officer | Apr 1997–Apr 2018 | Led growth and operations |
| Lennar Corporation | President | Apr 1997–Apr 2011 | Senior operating role |
External Roles
| Organization | Role | Start/End | Notes |
|---|---|---|---|
| Lennar Corporation | Director | Apr 1990–present | Major shareholder and strategic partner of FPH |
| Doma Holdings, Inc. | Director | Previously served (date not specified) | Prior public company board service |
Board Governance
- Role: Executive Chairman of FPH since Oct 1, 2021; CEO and Chair roles are separated (CEO is Daniel Hedigan) .
- Committee memberships: None listed for Miller; Audit, Compensation, Nominating & Corporate Governance, and Conflicts Committees are composed exclusively of independent directors, and current members do not include Miller .
- Lead Independent Director: Michael Rossi; responsibilities include presiding over independent director sessions and liaison with management .
- Attendance: In 2024 the Board met 5 times; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting; independent directors meet regularly in executive session .
- Risk oversight and annual Board/committee evaluations are conducted per committee charters and governance guidelines .
Fixed Compensation
2024 non‑employee director compensation structure:
- Annual cash retainer: $120,000 (directors may elect restricted shares in lieu of some/all cash; time‑based vesting quarterly) .
- Annual equity: $80,000 in restricted shares, vesting quarterly .
- Additional cash: Lead Independent Director $25,000; committee service fees—Audit $25,000 (+$5,000 chair), Compensation $15,000 (+$5,000 chair), Nominating & Corporate Governance $10,000 (+$5,000 chair), Conflicts $10,000 (+$5,000 chair) .
- Miller exception: Prohibited by Lennar from retaining director compensation; instructed FPH to remit fees to Lennar; in lieu of restricted share grants, his fees are increased by the $80,000 equity value .
2024 Director Compensation (as reported):
| Name | Fees Earned or Paid in Cash | Stock Awards | All Other Compensation | Total |
|---|---|---|---|---|
| Kathleen Brown | $160,000 | $80,000 | $— | $240,000 |
| William Browning | $160,000 | $80,000 | $— | $240,000 |
| Evan Carruthers | $174,100 | $— | $— | $174,100 |
| Jonathan Foster | $140,000 | $80,000 | $— | $220,000 |
| Emile Haddad | $— | $— | $3,875,000 | $3,875,000 |
| Gary Hunt | $120,000 | $80,000 | $— | $200,000 |
| Sam Levinson | $25,110 | $16,740 | $— | $41,850 |
| Stuart A. Miller | $200,000 | $— | $— | $200,000 |
| Michael Rossi | $175,000 | $80,000 | $— | $255,000 |
| Michael Winer | $175,000 | $80,000 | $— | $255,000 |
Notes:
- None of the directors held unvested awards as of December 31, 2024 .
- Advisory agreement for Chairman Emeritus Emile Haddad (not applicable to Miller) includes a retainer and contingent bonus; Severance terms provide remaining payments if terminated other than for cause or upon change in control; illustrates related‑party advisory arrangements overseen by Conflicts Committee .
Performance Compensation
Director equity grants are time‑based restricted shares vesting quarterly; no performance‑based equity metrics (e.g., PSU tied to TSR/EBITDA) are disclosed for directors. Miller does not receive stock awards; his cash fees are increased by $80,000 in lieu of equity .
Director Equity Grant Characteristics (2024):
| Component | Value | Vesting | Applicable to Miller |
|---|---|---|---|
| Restricted shares (non‑employee directors) | $80,000 per year | Time‑based; 4 quarterly installments | No; cash in lieu (+$80,000) |
| Cash retainer | $120,000 per year | Quarterly in arrears | Yes |
| Unvested awards at year‑end | Not applicable (none outstanding) | — | N/A |
Other Directorships & Interlocks
| Company | Relationship to FPH | Detail |
|---|---|---|
| Lennar Corporation | Significant shareholder of FPH; Director interlock | Lennar owns 791,918 Class A shares (1.1%) and 57,131,088 Class B shares (72.1%); 38.8% of all common shares outstanding; Miller is Lennar Executive Chairman and Co‑CEO. Lennar’s subsidiaries’ holdings are not deemed beneficially owned by Miller; he disclaims beneficial ownership of shares held by Lennar . |
| Doma Holdings, Inc. | Prior outside board | Miller previously served on Doma’s Board . |
Expertise & Qualifications
- Extensive real estate industry knowledge and public company governance experience; long‑tenured leadership at Lennar (CEO, President, Executive Chairman, Co‑CEO) .
- Selected for FPH Board based on ability to oversee large‑scale development and strategic execution; serves as FPH Executive Chairman since Oct 2021 .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | % of All Common |
|---|---|---|---|---|---|
| Stuart A. Miller | 108,491 | <1% (*) | — | — | <1% (*) |
| Lennar Corporation (context) | 791,918 | 1.1% | 57,131,088 | 72.1% | 38.8% |
Notes:
- Miller’s personal beneficial ownership is modest relative to FPH’s float; he disclaims beneficial ownership of FPH shares held by Lennar subsidiaries .
- FPH had 69,858,638 Class A and 79,233,544 Class B shares outstanding as of March 31, 2025 .
Governance Assessment
- Independence and committees: Miller serves as Executive Chairman and is not listed on any independent committees (Audit, Compensation, NCG, Conflicts), which are composed exclusively of independent directors—indicating he is not treated as independent for committee service .
- Attendance and engagement: Board met 5 times in 2024; each director attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting; independent directors meet in executive session—solid engagement baseline .
- Compensation alignment: Miller receives cash fees increased by $80,000 instead of equity; no director stock awards for him in 2024—lower direct equity alignment compared to peers (who received time‑vested restricted shares) .
- Ownership alignment: Miller holds 108,491 FPH Class A shares (<1%); Lennar holds a controlling Class B stake and is a major holder of FPH—Miller disclaims beneficial ownership of Lennar’s FPH securities .
- Conflicts and related‑party exposure: Clear interlock—Miller is Executive Chairman/Co‑CEO of Lennar, a significant FPH shareholder; however, FPH operates a Conflicts Committee of independent directors to oversee related person transactions and conflicts policy .
- Risk controls: Hedging and monetization of FPH shares prohibited for directors; Compensation Committee administers clawback policy; Board conducts annual evaluations; lead independent director structure in place .
RED FLAGS
- Significant shareholder interlock: Lennar’s 38.8% combined ownership and Miller’s leadership roles at Lennar create potential influence and conflict risk; mitigated by Conflicts Committee oversight but remains a governance sensitivity for minority shareholders .
- Equity alignment: Miller’s compensation paid entirely in cash with no director equity grants, reducing ongoing equity‑based alignment relative to other non‑employee directors .