Vincent Pagano Jr.
HOVNANIAN ENTERPRISESAbout Vincent Pagano Jr.
Independent director of Hovnanian Enterprises, Inc. since 2013; age 74. Former Simpson Thacher & Bartlett LLP partner, head of Capital Markets (1999–2012), administrative partner (1996–1999), and executive committee member during most of 1996–2012, bringing deep legal and capital markets expertise. Currently chairs HOV’s Corporate Governance & Nominating Committee and serves on the Audit Committee; the Board explicitly cites his legal and capital markets background as a qualification. He is deemed independent under NYSE rules and the Company’s Restated Certificate of Incorporation. Attendance was 100% for Board and his committees in FY2024; he also attended the March 21, 2024 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Simpson Thacher & Bartlett LLP | Partner; Head of Capital Markets | 1999–2012 | Led capital markets practice; firm executive committee member; administrative partner 1996–1999 |
| Simpson Thacher & Bartlett LLP | Administrative Partner | 1996–1999 | Firm management; executive committee member |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Cheniere Energy Partners GP, LLC (general partner of Cheniere Energy Partners) | Director | Current | Chairman, Conflicts Committee; Member, Audit Committee |
| L3 Technologies, Inc. (merged into Harris Corp.) | Director | 2013–2019 | Chair, Nominating & Corporate Governance Committee; Member, Audit Committee |
Board Governance
- Committee assignments: Chair, Corporate Governance & Nominating Committee; Member, Audit Committee. The Governance & Nominating Committee oversees corporate governance matters, Board nominations, succession planning, ESG and cybersecurity risk oversight; its Cybersecurity Subcommittee (chaired by Robin Sellers) met three times in FY2024. The Audit Committee met 12 times in FY2024.
- Independence and attendance: Determined independent under NYSE and Company rules; attended 100% of Board and committee meetings in FY2024 and attended the March 21, 2024 Annual Meeting.
- Executive sessions: Independent directors meet without management after each regularly scheduled Board meeting, presided over by the Lead Independent Director.
Fixed Compensation
| Component | Policy Detail | FY2024 Amount (Pagano) |
|---|---|---|
| Board cash retainer | $50,000 annual board cash retainer | Included in Fees earned |
| Committee cash retainer | $27,500 per committee annually (prorated as needed) | Included in Fees earned |
| Meeting fees | $3,000 per regular quarterly Board meeting; $2,000 per additional Board meeting; $5,000 per regular quarterly committee meeting; $2,500 per additional committee meeting | Included in Fees earned |
| Charitable donation | $15,000 charitable donation in director’s name annually | $15,000 |
| Total cash fees | Combined retainers and meeting fees | $174,500 |
| Total fixed + other | Cash fees plus charitable donation | $189,500 |
Performance Compensation
| Equity Component | Grant Policy | FY2024 Grant Value | Vesting/Delivery | Performance Metrics |
|---|---|---|---|---|
| RSUs (non-employee Director) | Annual RSU valued at $75,000 for board service + $15,000 per committee at the grant date price (adjusted for 2-year delayed delivery illiquidity) | $104,971 (consistent with 2 committee memberships) | RSUs vest on the first anniversary of grant (June 14, 2025 if granted June 14, 2024); delivery is mandatorily delayed two years post-vesting (to June 14, 2027), with accelerated vesting upon death, disability or qualified retirement | None; time-based RSUs, no performance conditions |
Director Stock Ownership Guidelines
| Guideline | Requirement | Compliance Status |
|---|---|---|
| Non-employee Director ownership | 5× annual board retainer ($250,000) within 5 years; if not met, retain 100% of net shares until achieved; once met, deemed satisfied in subsequent reviews despite stock price declines | All non-employee Directors currently in compliance (includes Pagano) |
Other Directorships & Interlocks
| Company | Sector Relationship to HOV | Potential Interlock/Conflict Notes |
|---|---|---|
| Cheniere Energy Partners | Energy infrastructure; no apparent direct supplier/customer relationship disclosed with HOV | No related person transactions disclosed involving Pagano |
| L3 Technologies (historical) | Defense technology; no apparent direct supplier/customer relationship disclosed with HOV | No related person transactions disclosed involving Pagano |
Expertise & Qualifications
- Legal and capital markets expert; extensive experience advising homebuilding and diverse industries; Board highlights his legal/capital markets background as a core qualification.
- Public company governance and risk management; Audit committee experience; corporate governance leadership (chairs HOV’s Governance & Nominating).
- Board experience matrix: financial expertise; risk management; human capital; corporate governance; public company experience.
Equity Ownership
| Holder | Security | Beneficial Ownership | Percent of Class | Notes |
|---|---|---|---|---|
| Vincent Pagano Jr. | Class A Common Stock | 19,414 shares | 0.37% | Determined under SEC beneficial ownership rules |
| Vincent Pagano Jr. | Options (Class A) | 2,014 shares subject to options currently exercisable or exercisable within 60 days of Jan 28, 2025 | N/A | Included in beneficial ownership methodology |
| Pledging/Hedging | Company policy prohibits short-term/speculative transactions and pledging without Company consent | N/A | No pledging by Pagano disclosed |
Governance Assessment
- Strengths: Independent status; chairs Governance & Nominating Committee with oversight of ESG and cybersecurity; member of Audit Committee; 100% attendance; meets stock ownership guidelines; Section 16(a) compliance (Company believes all officers/directors complied in FY2024). These support investor confidence and board effectiveness.
- Compensation alignment: Director pay blends cash retainers/meeting fees with annual RSUs that are time-based with two-year delayed delivery, reinforcing longer-term alignment; Pagano’s FY2024 total was $294,471 ($174,500 fees; $104,971 RSUs; $15,000 donation).
- Potential conflicts/related-party exposure: No related person transactions disclosed for Pagano; Governance policy requires disinterested review and approval for transactions >$120,000 involving related persons.
- Shareholder sentiment: Say-on-pay for NEOs received 95.7% approval in 2024, indicating broad investor support for compensation practices (context for overall governance climate).
RED FLAGS: None specific to Pagano disclosed; no related-party transactions, no attendance issues, and compliance with stock ownership guidelines.