Cheryl Henry

About Cheryl J. Henry

Independent director of KB Home, age 51, serving since 2024. Former President, Chief Executive Officer, and Chairwoman of Ruth’s Hospitality Group, Inc.; previously COO, SVP Chief Branding Officer, and Chief Business Development Officer, and earlier Chief of Staff to the Mayor of Orlando. Public company directorship: Cracker Barrel Old Country Store, Inc. She joined KB Home’s Nominating and Corporate Governance Committee upon her election on October 10, 2024, bringing strategic planning, operations, real estate development, marketing, consumer branding, and franchising expertise, with strong relationships in the Southeast U.S. .

Past Roles

External Roles

Board Governance

• Committee assignments: Member, Nominating and Corporate Governance Committee; joined with her election on October 10, 2024. Chair is James C. Weaver; other members include Arthur R. Collins, Kevin P. Eltife, and Dr. Thomas W. Gilligan .
• Independence: All directors except the CEO are independent; only independent directors serve on Board committees; no related party transactions involving outside directors occurred in 2024 .
• Attendance and engagement: In 2024 the Board held 4 meetings; Audit and Compliance 6; Compensation 5; Nominating 4; each incumbent director standing for election attended at least 75% of total Board and committee meetings; directors are expected to attend the annual stockholder meeting .
• Governance mechanics: Majority voting; annual elections; one-share one-vote; executive sessions of non-employee directors at each regularly scheduled Board meeting; retirement at first annual meeting after age 75; overboarding limits (≤4 other public boards; ≤2 for sitting public-company CEOs); annual Board and committee self-evaluations .
• Policy guardrails: Prohibition on hedging or pledging holdings by employees and non-employee directors; incentive-based compensation recovery (clawback) policy consistent with NYSE rules .
• Related-party oversight: Nominating Committee reviews related party transactions and independence/financial literacy, monitors political contributions and trade association participation, and oversees governance policy updates .

Fixed Compensation

• Program structure (non-employee directors):
  • Board retainer: $100,000; equity grant: $162,500 grant-date fair value .
  • Lead Independent Director retainer: $40,000 .
  • Committee retainers: Audit Chair $27,500 / Member $12,500; Compensation Chair $21,000 / Member $10,000; Nominating Chair $20,000 / Member $10,000 .
  • Meeting fees: $1,500 per applicable meeting .
  • Indemnification agreements updated January 2024 .

Performance Compensation

• Director equity grants are at election/annual grant and may be in common stock or deferred stock units, valued at the grant-date closing price; stock units accrue dividend equivalents but have no voting rights; directors receive a share per unit upon a change in control or leaving the Board .
• If a director has not met the stock ownership requirement, equity grants are limited to stock units and all common shares must be held until requirement is met or Board departure .
• KB Home has not granted stock options as a director/employee compensation element since 2016 .
• No performance metrics are disclosed or used for non-employee director compensation (performance-conditioned awards and metrics apply to executives, not directors) .

Other Directorships & Interlocks

Expertise & Qualifications

• Executive leadership across multi-unit consumer/restaurant operations; expertise in strategic planning, operations, real estate development, marketing, consumer branding, and franchising .
• Regional familiarity and network in the Southeast U.S., an important KB Home region .
• Public company governance experience (former CEO/Chair; current public company director) .

Equity Ownership

• Ownership thresholds: Non-employee directors must own at least 5× the Board retainer ($500,000) in KBH stock or equivalents by the fifth anniversary of joining the Board; directors and employees may not hedge or pledge KBH securities .
• Compliance: Each non-employee director and NEO is in compliance with ownership policies .
• Program notes: Stock units have no voting rights; directors receive cash dividends on shares and dividend equivalents on stock units .
• Options: KBH has not granted stock options as a compensation element since 2016; reported option figures reflect shares acquirable within 60 days as of the ownership table date (none for Henry) .

Governance Assessment

• Strengths: Independent status; service on the Nominating & Corporate Governance Committee overseeing board composition, independence, and related-party review; robust governance framework (majority voting, executive sessions, overboarding limits, clawback, anti-hedging/pledging) that supports investor alignment .
• Engagement/attendance: Board and committee activity levels disclosed; incumbents standing for election met at least 75% attendance thresholds; annual shareholder meeting attendance expectation fosters accountability .
• Incentives and alignment: Director compensation mix includes meaningful equity grants; Henry’s FY2024 equity award and share ownership provide alignment, with company-wide ownership requirements and holding policies reinforcing skin-in-the-game .
• Conflicts/related parties: No related party transactions involving outside directors in 2024; Nominating Committee actively reviews potential related party transactions, reducing conflict risk .
• Watch items: Reported ownership (1,018 shares) is modest relative to the $500,000 guideline but the policy provides a five-year compliance window for new directors; ongoing accumulation and holding requirements mitigate near-term alignment concerns .