Diane Bessette
LENNAR CORP /NEW/About Diane Bessette
Diane J. Bessette is Vice President and Chief Financial Officer of Lennar Corporation, serving as CFO since April 2018; she joined Lennar in 1995, was named Vice President in 2000, served as Controller from 1997–2008, and Treasurer from February 2008 to April 2024 . She holds a BA from Rhode Island College and an MS from the University of Rhode Island; she is age 64 as of January 23, 2025 and serves on the Miami Branch Board of the Federal Reserve Bank of Atlanta (appointed January 2024, term through 2026) . Company performance during recent years shows strong pay-for-performance context: FY2024 total shareholder return value of a $100 investment at $242.97 vs peer group $230.38, Net Income $3,933 million and Pretax Income $5,150 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lennar Corporation | Vice President | 2000–present | Executive leadership across finance functions and corporate governance . |
| Lennar Corporation | Chief Financial Officer | 2018–present | Led balance sheet strengthening, liquidity, and FP&A/treasury/technology transformation; critical role in Millrose spin-off . |
| Lennar Corporation | Treasurer | Feb 2008–Apr 2024 | Oversaw treasury strategy and cash generation; earlier bio notes treasurer through 2018 alongside progressive leadership roles since 1995 . |
| Lennar Corporation | Controller | 1997–2008 | Built management reporting and internal controls; foundational finance leadership . |
| Lennar Corporation | Various leadership roles | 1995–present | Long-tenured finance, investor relations, and planning roles . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Federal Reserve Bank of Atlanta, Miami Branch | Board Director | Appointed Jan 2024; term through Dec 2026 | Public service governance role . |
| Partnership for Miami | Board Member | Not disclosed | Community leadership (as disclosed in Atlanta Fed bio) . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 750,000 | 750,000 | 750,000 |
| Change in Base Salary (%) | Unchanged since 2018 | Unchanged since 2018 | Unchanged since 2018 |
| All Other Compensation ($) | 20,235 | 21,545 | 38,866 |
| All Other Compensation detail | Car allowance/lease $7,477; 401(k) match $17,250; term life $596; long-term disability $271; one-time personal aircraft use $13,272 (family emergency) | 401(k) match $17,250; term life $596; long-term disability $271 (car allowance not disclosed for 2023 in detail table) | Car allowance/lease $7,477; 401(k) match $17,250; term life $596; long-term disability $271; one-time personal aircraft use $13,272 |
Performance Compensation
Annual Cash Incentive (AIC)
| Year | Max Opportunity (% of Salary) | Target Structure | Actual Payout ($) | Basis/Criteria | Vesting/Timing |
|---|---|---|---|---|---|
| 2024 | 400% | Single performance schedule focused on strategic, operational, and financial objectives | 3,000,000 | Exceptional rating across criteria: profitability plan, cash generation, governance/internal controls, leadership/team-building, FP&A/Treasury/Technology transformation; Millrose spin-off leadership | Paid in 1Q FY2025 per SCT non-equity column . |
| 2023 | 400% | Similar objectives-focused plan (not tied to individual appraisal) | 3,000,000 | Exceptional rating; profitability, cash generation, balance sheet/ liquidity strengthening, governance, FP&A/Treasury/Technology transformation | Paid per SCT . |
| 2022 | 200% target + 200% outperformance (max 400%) | Two-part award: 200% target (individual/governance metrics) + 200% outperformance goals | 3,000,000 | Achieved “excellent” on individual/governance and met outperformance goals: cash generation, treasury/internal audit efficiencies, and spin-off preparation | Paid per SCT . |
Equity Awards Granted
| Grant | Grant Date | Type | Threshold (#) | Target (#) | Maximum (#) | Service RS (#) | Grant Date FV ($) |
|---|---|---|---|---|---|---|---|
| FY2024 | Jan 8, 2024 | Performance Shares (PS) | 3,265 | 10,884 | 21,768 | 10,884 (time-based RS) | 3,267,906 |
| FY2023 | Feb 28, 2023 | Performance-Based Restricted Stock | 5,040 | 16,800 | 33,600 | 16,800 (time-based RS) | 3,230,346 |
| FY2022 | Feb 28, 2022 | Performance-Based Restricted Stock | 6,260 | 12,520 | 25,040 | 12,520 (time-based RS) | 2,250,595 |
- Service-based RS vest in equal annual installments: for 2024 grants on Feb 14, 2025, Feb 14, 2026, and Feb 14, 2027; for 2023 grants on Feb 14, 2024, Feb 14, 2025, and Feb 14, 2026 .
- No stock options outstanding for NEOs (including Ms. Bessette) .
Performance Metrics and Outcomes (PSUs)
| Performance Award | Metric Design | Period | Outcome (Payout %) | Shares Earned (Bessette) |
|---|---|---|---|---|
| 2021 PSU grant | Relative Gross Profit %, Relative Return on Tangible Capital, Relative TSR, Debt/EBITDA multiple; threshold/target/maximum structures vs peer group (DHI, PHM, TOL, KBH, BZH, MDC, MTH, NVR, TMHC, TPH) | 3-year ending Nov 30, 2023 | Weighted average payout 177.0% | 21,337 (additional 9,282 beyond 12,055 target) |
| 2020 PSU grant | Same metric families vs peer group (includes HOV treatment) | 3-year ending Nov 30, 2022 | Weighted average payout 193.4% | 28,044 (additional 13,543 beyond 14,501 target) |
Vesting Activity
| Metric | FY 2024 |
|---|---|
| Shares Vesting (#) | 33,027 |
| Value Realized on Vesting ($) | 5,065,204 |
| Shares Withheld for Taxes (#) | 11,723 |
| Vesting Price References | $149.31 (1/8/24); $153.87 (2/14/24); $153.80 (2/28/24) |
Equity Ownership & Alignment
| Beneficial Ownership (as of Feb 12, 2025) | Class A Shares | % of Class A | Class B Shares | % of Class B | Pledging |
|---|---|---|---|---|---|
| Diane Bessette | 316,914 | <1% | 7,022 | <1% | No pledged shares disclosed (pledging noted for others, not for Bessette) |
| Outstanding Equity at FY-end (Nov 30, 2024) | Unvested RS (#) | Market Value ($) | Unearned PS at Max (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| Totals for Bessette | 16,882 | 2,944,052 | 80,408 | 14,022,351 |
| Components | 2/28/2022: 2,531; 2/28/2023: 6,793; 1/8/2024: 7,558 | Based on $174.39 closing price (11/29/24) | 2/28/2022: 25,040; 2/28/2023: 33,600; 1/8/2024: 21,768 | Based on $174.39 |
- Stock ownership guidelines require executives to hold shares equal to a multiple of base salary; until compliant, retain at least 50% of vested shares (100% if past five years). As of Jan 31, 2025, all NEOs were well above requirements .
Employment Terms
| Item | Term |
|---|---|
| Employment/Severance Agreements | None for NEOs; not subject to severance plans or policies . |
| Change-in-Control Treatment | Double-trigger accelerated vesting of unvested restricted stock upon CIC plus qualifying termination within 24 months (termination without Cause or resignation for Good Reason as defined) . |
| Estimated CIC Acceleration Value (Nov 30, 2024) | $9,955,228 for Bessette (based on $174.39/share and unvested shares incl. PS at target) . |
| Clawback Policy | Robust policy compliant with SEC Rule 10D-1 . |
| Option Repricing/Hedging/Pledging | No stock options outstanding; no Bessette pledging disclosed; hedging not detailed in retrieved sections . |
| Perquisites | Car allowance/lease, 401(k) match, insurance benefits; one-time aircraft use for family emergency in FY2024 . |
| Tax Gross-Ups | HSR-related tax gross-ups were paid to other executives in FY2022; none disclosed for Bessette . |
Compensation Peer Group (for PSUs)
- Beazer Homes USA, D.R. Horton, KB Home, M.D.C. Holdings, Meritage Homes, NVR, PulteGroup, Taylor Morrison, Toll Brothers, TRI Pointe Homes (peer set used for relative metrics in 2021 PSU results) .
- 2020 PSU results referenced similar peer group; Hovnanian treated specially for negative equity in ROTC ranking .
Investment Implications
- Pay-for-performance alignment: Heavy use of PSUs with multi-year, relative metrics and debt/EBITDA discipline; recent PSU cycles paid 177–193% driven by superior relative profitability/TSR and low leverage—supportive of long-term alignment .
- Retention risk: No employment/severance agreements, but substantial unvested RS/PS (97,290 total potential shares at FY-end across RS and max PS) and double-trigger CIC protection reduce near-term departure risk; CIC exposure is equity-only, not cash .
- Selling pressure: No stock options; equity compensation is restricted stock/PSUs with predictable vesting dates (Feb 14 annually). FY2024 saw 33,027 shares vest with 11,723 withheld for taxes; expect ongoing supply around vest dates rather than opportunistic option exercises .
- Alignment and governance: No pledging by Bessette, strong ownership guideline compliance, and a compliant clawback policy mitigate red flags; perquisite use is modest (one-time aircraft use in emergency) .
- Performance levers: Annual cash incentive has been at maximum in FY2022–FY2024 based on profitability, cash generation, and finance/technology transformation—investors should monitor these execution vectors (balance sheet strength, FP&A, treasury, technology initiatives, spinoff execution) as key drivers of incentive outcomes .
Age, tenure, and education context: Age 64; CFO since 2018; BA Rhode Island College, MS University of Rhode Island; service on Atlanta Fed Miami Branch Board adds governance/regulatory perspective to Lennar’s finance leadership .