Robert B. Coutts
HOVNANIAN ENTERPRISESAbout Robert B. Coutts
Independent director of Hovnanian Enterprises since 2006 (age 74). Retired Executive Vice President of Lockheed Martin (2000–2008) and former President/COO of Lockheed Martin’s Electronics Sector (1998–2000), with earlier leadership roles at GE Aerospace (1972–1993). At Hovnanian, he serves on the Audit and Compensation Committees and is deemed independent under NYSE rules and the Company’s Restated Certificate of Incorporation. In fiscal 2024 he attended 100% of Board and committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lockheed Martin Corporation | Executive Vice President | 2000–2008 | Senior enterprise leadership of complex defense/cyber systems programs |
| Lockheed Martin (Electronics Sector) | President & COO | 1998–2000 | Operated large electronics segment; program/performance management |
| GE/GE Aerospace | Management roles | 1972–1993 | Operations/technology leadership prior to GE Aerospace joining Lockheed Martin in 1993 |
| Sandia Corporation (subsidiary of Lockheed Martin) | Chairman (retired) | n/a | Board leadership at a national lab management entity |
External Roles
| Organization | Role | Tenure/Status | Committees/Notes |
|---|---|---|---|
| Siemens Government Technologies, Inc. | Director | Current | Chairman of the Compensation Committee |
| Stanley Black & Decker (NYSE) | Director | Prior service | Served on Compensation and Corporate Governance Committees |
| Baltimore Symphony Orchestra | Director | Current | Board member (non-profit) |
| Wesley Theological Seminary | Investment Committee member | Current | Oversees investment matters (non-profit) |
Board Governance
- Committees: Audit Committee member; Compensation Committee member; member of the Board’s Cybersecurity Subcommittee (a subcommittee of the Corporate Governance & Nominating Committee). The Cybersecurity Subcommittee met three times in fiscal 2024.
- Attendance: In fiscal 2024, the Board met 4 times; Audit met 12 times; Compensation met 4 times. Each director, including Mr. Coutts, attended 100% of Board and committee meetings.
- Independence: Determined independent under NYSE rules and the Restated Certificate of Incorporation; independent directors (including Mr. Coutts) hold executive sessions led by the Lead Independent Director.
Fixed Compensation
Hovnanian’s non-employee director program (fiscal 2024) included:
- Cash: $50,000 annual Board retainer; $27,500 per-committee annual cash retainer; $50,000 additional cash retainer for the Lead Independent Director; meeting fees of $3,000 per regular quarterly Board meeting, $2,000 per additional Board meeting, $5,000 per regular quarterly committee meeting, and $2,500 per additional committee meeting.
- Equity: Annual RSU grant valued at $75,000 for Board service plus $15,000 per committee (value adjusted for a mandatory two-year post-vesting delayed delivery). RSUs vest on the first anniversary of grant; delivery is delayed two years post-vesting.
- Charitable: Company makes a $15,000 annual charitable donation in each director’s name.
Mr. Coutts’ fiscal 2024 compensation:
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash | $177,000 | Board/committee retainers and meeting fees |
| Stock awards (RSUs) | $104,971 | Grant-date fair value under ASC 718; aligns with $75,000 Board RSU + $15,000 per committee (Audit, Compensation) |
| All other compensation | $15,000 | Annual charitable donation in director’s name |
| Total | $296,971 | Sum of above |
Stock ownership guideline for non-employee directors: requested to hold stock equal to 5x the annual Board retainer (i.e., $250,000) within five years; all non-employee directors are currently in compliance.
Performance Compensation
- Non-employee director equity is time-based RSUs (no performance metrics) with a mandatory two-year post-vesting delayed delivery to enhance long-term alignment. There are no performance-based awards for directors.
Other Directorships & Interlocks
- Public company boards noted: prior service at Stanley Black & Decker; current director at Siemens Government Technologies, Inc. (a private subsidiary); additional non-profit boards as listed above. No Hovnanian-related party transactions disclosed involving Mr. Coutts.
Expertise & Qualifications
- The Board cites Mr. Coutts’ strong manufacturing background and technology/program experience—useful for evaluating integrated processes, performance management, and cybersecurity. He is one of the directors marked with Technology/Cybersecurity expertise in the experience matrix and serves on the Cybersecurity Subcommittee.
Equity Ownership
| Security | Beneficial Ownership | Percent of Class | As of |
|---|---|---|---|
| Class A Common Stock | 31,117 shares | 0.60% | Record date Jan 28, 2025 |
- Policies: Directors and employees are prohibited from short-term/speculative transactions (no short sales, puts/calls, derivatives); pledging of Company stock is not allowed without Company consent.
- Director stock ownership guideline: five times annual retainer; all non-employee directors are in compliance.
- Section 16(a): Company reports that officers and directors complied with Section 16(a) filing requirements for fiscal 2024.
Governance Assessment
- Strengths: Independent status; 100% attendance; active roles on Audit and Compensation Committees and the Cybersecurity Subcommittee; director ownership guidelines and anti-hedging/anti-pledging policies support alignment; no related-party transactions involving Mr. Coutts disclosed.
- Compensation structure: Mix of cash retainers, meeting fees, and RSUs with delayed delivery; charitable donation program ($15,000 per director) is disclosed and modest. Year-over-year, the Board continued fiscal 2023 values in fiscal 2024, indicating stability in director pay levels.
- Contextual considerations: Hovnanian’s family voting control means nominees are effectively assured election, increasing the importance of strong independent oversight by directors such as Mr. Coutts.
Overall, Mr. Coutts’ tenure, committee engagement (including cybersecurity), full attendance, and absence of conflicts support board effectiveness and investor confidence; the compensated mix and ownership/insider-trading policies further align director incentives with shareholders.