Katherine Lee Martin

About Katherine Lee Martin

Katherine Lee Martin is Lennar’s Chief Legal Officer and Corporate Secretary effective September 2, 2025, joining from Hertz where she served as Executive Vice President, General Counsel and Corporate Secretary (after prior roles including Interim General Counsel, Chief Compliance Officer, and Vice President & Chief Counsel) and earlier held leadership posts at X Corp./Twitter; previously, she was an Assistant U.S. Attorney for more than a decade, clerked in the E.D. Va., earned her J.D. from William & Mary, and worked at the U.S. House of Representatives . Her tenure at Lennar begins amid strong company performance in fiscal 2024 (revenue $35.4B, net income $3.9B), and the company underscores pay-for-performance and governance (clawback, stock ownership guidelines, hedging/pledging controls) that will frame her compensation alignment going forward .

Past Roles

External Roles

Fixed Compensation

• Base salary, target bonus %, and actual bonus paid for Ms. Martin have not been disclosed in Lennar’s 8-K announcements or the fiscal 2024 proxy; she was appointed after fiscal 2024 and is not a named executive officer in the 2025 proxy disclosures .

Performance Compensation

• No award details (RSUs/PSUs, option awards, grant dates, share counts, fair values, or performance metrics/weightings) have been disclosed for Ms. Martin to date in available filings .
• Company-wide executive program context: Lennar emphasizes pay-for-performance, robust ownership guidelines, a clawback policy, and double-trigger vesting for change-in-control; annual incentives for certain top executives (Miller/Jaffe) are tied to Pretax Income profit-sharing with equity pay mix skewed toward performance shares, but this framework is not disclosed as applicable to Ms. Martin’s role .

Equity Ownership & Alignment

• Beneficial ownership, vested vs. unvested shares, and option holdings for Ms. Martin are not disclosed in the available 8-Ks or the fiscal 2024 proxy (she joined in September 2025 and was not covered as a 2024 NEO) .
• Stock ownership guidelines require executive officers to hold Lennar shares equal to a prescribed multiple of base salary within five years of appointment; until compliance, at least 50% of vested restricted shares must be retained (and 100% if not compliant by five years). This policy will govern Ms. Martin’s ownership build over her first five years .
• Hedging is prohibited for executive officers and directors; pledging is only permitted for shares held in excess of ownership guideline requirements. Lennar also prohibits pledging of shares used to satisfy ownership guidelines, reinforcing alignment and limiting insider selling pressure .

Employment Terms

• Appointment effective September 2, 2025 as Chief Legal Officer and Corporate Secretary .
• Lennar states it has no employment or change-in-control agreements with NEOs or other executive officers, which typically gives flexibility to the Compensation Committee; this is the prevailing policy context for executives, including Ms. Martin .
• Change-in-control vesting follows a double-trigger requirement; compensation is subject to a Dodd-Frank compliant clawback policy adopted effective December 1, 2023 (applies to incentive-based compensation received on or after October 2, 2023) .
• Non-solicit provisions are signed by NEOs in connection with annual cash bonuses (12 months post-termination); applicability to Ms. Martin would depend on her NEO status and bonus receipt .
• Severance multiples, tax gross-ups, deferred compensation elections, perquisites, and non-compete terms specific to Ms. Martin have not been disclosed in available filings .

Performance & Track Record

• Company context during her onboarding: fiscal 2024 revenue $35.4B and net income $3.9B demonstrate scale and profitability into which she steps as chief legal officer; these performance levels frame governance and legal risk oversight demands of the role .
• Say-on-pay support was ~79% at the 2024 Annual Meeting; Compensation Committee continues stockholder engagement and maintains policies supporting pay-for-performance and governance rigor .

Compensation Committee Analysis

• Governance features include robust stock ownership guidelines for executives, clawback policy, double-trigger vesting for change-in-control, and no employment agreements for executive officers; the Compensation Committee uses independent advisors and peer benchmarking .
• Peer group adjustments in 2024 removed Beazer Homes USA and M.D.C. Holdings to improve comparability; above-median performance is required for target payouts, reinforcing pay-for-performance .

Investment Implications

• Alignment visibility: Ms. Martin’s compensation and equity award specifics are not yet disclosed, limiting near-term precision on pay-for-performance alignment, vesting schedules, and insider selling pressures; subsequent filings should provide grant structures and ownership detail .
• Policy framework reduces governance risk: clawback, hedging prohibition, pledging restrictions, ownership guidelines with retention requirements, and double-trigger vesting collectively mitigate misalignment and selling pressure risk for executive officers, including Ms. Martin .
• Retention and execution: As a new appointee with significant legal and regulatory experience across corporate and government roles, her background suggests strong capacity to manage litigation/regulatory complexity; monitoring future compensation disclosures will be key to assessing incentive calibration and legal risk-management execution .
• Monitoring catalysts: Watch for forthcoming proxy statement coverage and any Section 16 disclosures to quantify beneficial ownership, vesting cadence, and potential adoption of 10b5‑1 trading plans; these will refine views on selling pressure and alignment under Lennar’s governance policies .