Jeffrey Sonnenfeld
About Jeffrey Sonnenfeld
Jeffrey Sonnenfeld, age 70, has served on Lennar’s Board since 2005 and is currently an independent director; he chairs the Nominating & Corporate Governance (NCG) Committee and serves on the Audit Committee . He is Senior Associate Dean for Executive Programs and the Lester Crown Professor-in-the-Practice of Management at Yale School of Management (since 2001) and founded Yale’s Chief Executive Leadership Institute in 1989, where he serves as President; previously, he spent ten years as a professor at Harvard Business School, and is widely recognized for corporate governance expertise and board leadership research and practice .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yale School of Management | Senior Associate Dean for Executive Programs; Lester Crown Professor-in-the-Practice of Management | Since 2001 | Leadership of executive education; governance thought leadership |
| Chief Executive Leadership Institute (Yale) | Founder and President | Since 1989 | Created the first “CEO College”; chaired NACD commissions; recognized as a top governance influencer |
| Harvard Business School | Professor | Ten years prior to 2001 (tenure length disclosed) | Academic leadership in management and governance |
External Roles
| Organization | Role | Notes |
|---|---|---|
| IEX Group (Investors Exchange) | Director | Listed as “Other Boards” in LEN proxy |
| Atlas Merchant Capital | Director | Listed as “Other Boards” in LEN proxy |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; Member, Audit Committee .
- Independence: Determined independent under NYSE rules and Lennar guidelines in the January 2025 review .
- Attendance and engagement: Board met seven times in fiscal 2024; each director attended at least 75% of Board and applicable committee meetings; all then-serving directors attended the 2024 annual meeting .
- Committee activity levels (FY2024): Audit (11 meetings), Compensation (4), NCG (4), Executive (0), Independent Directors Transactions (0) .
- Lead Independent Director: Armando Olivera (since April 10, 2024) presides over independent sessions and serves as liaison to management .
- ESG oversight: Audit Committee assists Board on corporate responsibility/ESG and cyber risk; NCG oversees ESG strategy and governance practices .
- Stockholder engagement and say‑on‑pay context: Management engaged holders representing ~75% of non‑affiliated shares in FY2024; 79% support on 2024 say‑on‑pay .
Fixed Compensation
Director pay program (FY2024):
| Type of pay | Amount ($) | Form |
|---|---|---|
| Annual Equity Grant | 135,000 | Shares of Class A common stock |
| Annual Retainer | 140,000 | 50% cash, 50% Class A shares |
| Audit Chair | 30,000 | Cash |
| Audit Member | 25,000 | Cash |
| Compensation Chair | 20,000 | Cash |
| Compensation Member | 15,000 | Cash |
| NCG Chair | 20,000 | Cash |
| NCG Member | 10,000 | Cash |
| Lead Director | 75,000 | Cash |
Mr. Sonnenfeld’s FY2024 director compensation:
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 115,000 |
| Stock Awards | 204,999 |
| All Other Compensation (dividend-equivalents on deferred phantom shares and fractional-share cash) | 104,011 |
| Total | 424,010 |
Deferrals and phantom shares:
- Elected to defer 100% of cash and stock portions of fees in FY2024; credited 1,746 phantom Class A shares for FY2024 deferrals .
- Dividend-equivalents deferred for FY2024: $104,011, credited as 647 phantom Class A shares .
- Aggregate phantom Class A shares in deferred account at 11/30/2024: 57,616 .
Program design notes:
- Annual equity grant made April 10, 2024 at $156.43 per share; fully vested at issuance but 50% subject to a two‑year holding period .
- Directors may defer cash and stock fees into phantom shares, settled in cash upon separation/death; phantom shares accrue dividend‑equivalents .
Performance Compensation
- Directors do not receive performance-based compensation; equity grants are not tied to performance metrics and vest as described (with holding period) .
Other Directorships & Interlocks
- Current board roles disclosed: IEX Group (Investors Exchange) and Atlas Merchant Capital; no other public company directorships disclosed for Mr. Sonnenfeld in the proxy .
- No related-party transactions disclosed involving Mr. Sonnenfeld in FY2024; related-party items disclosed pertained to other executives and the Millrose spin-off arrangements .
Expertise & Qualifications
- Recognized governance authority: chaired NACD blue‑ribbon commissions; named among “100 most influential figures in governance”; recipient of multiple governance and leadership awards; frequent media commentator and columnist on corporate leadership .
- Board rationale: nominated for business acumen and exceptional work in corporate governance and leadership development .
Equity Ownership
Security ownership as of February 12, 2025:
| Security | Beneficially Owned | Percent of Class |
|---|---|---|
| Class A Common Stock | 23,689 | <1% |
| Class B Common Stock | 591 | <1% |
Context: Shares outstanding as of Feb 12, 2025 were 232,685,409 Class A and 31,660,558 Class B .
Pledging/hedging: No pledged shares disclosed for Mr. Sonnenfeld; Lennar prohibits hedging by directors and prohibits pledging of shares used to satisfy ownership guidelines (pledging allowed only for shares in excess of guideline levels) .
Ownership guidelines: Directors expected to own shares equal to five times the annual director retainer within five years; all directors are in compliance or on track .
Governance Assessment
- Strengths: Independent director with long tenure (since 2005), chairs NCG and serves on Audit; NCG charter includes oversight of ESG and governance, enhancing board effectiveness in oversight domains central to investor confidence .
- Engagement: Board/committee cadence robust in FY2024; each director met the 75% attendance threshold; broad stockholder outreach conducted; say‑on‑pay support at 79% provides context on governance responsiveness .
- Alignment: Compensation mix includes significant equity; defers 100% of director fees into stock‑denominated phantom shares with dividend‑equivalents, reinforcing pay‑for‑alignment; director ownership guidelines in place with compliance/on‑track status .
- Policies: Prohibitions on hedging and limited pledging, and an updated executive clawback policy under SEC/NYSE rules, support investor‑aligned governance norms; Audit Committee also oversees cyber and ESG risk .
- Watch items: No specific red flags disclosed for Mr. Sonnenfeld; no related‑party transactions; he is not designated as an Audit Committee financial expert (others on the Audit Committee carry that designation), which is typical for a governance specialist .