Diane Bessette
Vice President and Chief Financial Officer at LEN
Executive
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 .