Sherrill W. Hudson
Director at LEN
Board
About Sherrill W. Hudson
Sherrill W. Hudson, age 82, has served as an independent director of Lennar since 2008. He is Chair of the Audit Committee and designated an audit committee financial expert; he also serves on the Compensation Committee. Hudson previously spent 37 years at Deloitte & Touche LLP (retired in 2002), led TECO Energy, Inc. as Chairman and CEO (2004–Aug 2010) and Executive Chairman (2010–2012), served on TECO’s board (2003–2016), and is a member of the Florida Institute of Certified Public Accountants; he currently serves on the board of American Coastal Insurance Corporation. The Board affirmed his independence in January 2025 under NYSE standards and Lennar’s guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TECO Energy, Inc. | Director | 2003–2016 | Executive leadership roles provided utility/energy oversight experience |
| TECO Energy, Inc. | Chairman & CEO | 2004–Aug 2010 | Led strategy and operations; prepared for subsequent Executive Chairman role |
| TECO Energy, Inc. | Executive Chairman | Aug 2010–Dec 2012 | Oversaw transition and governance |
| Deloitte & Touche LLP | Senior leader (retired) | 37 years (ended 2002) | Deep audit/financial expertise applicable to Audit Committee chair role |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| American Coastal Insurance Corporation | Director | Current | Only one current outside board per Lennar’s correction of a shareholder statement |
| Florida Institute of Certified Public Accountants | Member | Current | Credential supports “financial expert” designation |
Board Governance
- Committee assignments: Audit Committee Chair and financial expert; Compensation Committee member. Audit members: Hudson (Chair), Tig Gilliam, Armando Olivera, Jeffrey Sonnenfeld, Serena Wolfe; Compensation members: Chair Teri P. McClure, Amy Banse, Tig Gilliam, Sherrill Hudson, Dacona Smith .
- Independence: Board determined Hudson is independent under NYSE and company standards; no material relationships identified .
- Attendance: In fiscal 2024, the Board met seven times; each director attended at least 75% of Board and applicable committee meetings .
- Committee workload and oversight: Fiscal 2024 meetings—Audit (11), Compensation (4), Nominating & Corporate Governance (4), Executive (0), Independent Directors Transactions (0). Audit charter revised June 20, 2024; responsibilities include oversight of financial reporting, legal/regulatory compliance, risk management, cybersecurity risk, and ESG oversight .
| Committee | FY2024 Meetings |
|---|---|
| Audit | 11 |
| Compensation | 4 |
| Nominating & Corporate Governance | 4 |
| Executive | 0 |
| Independent Directors Transactions | 0 |
- Governance policies: Prohibitions against director/officer hedging and pledging of Lennar stock used to satisfy ownership guidelines; compensation clawback policy; robust stock ownership guidelines; independent directors meet in executive session .
Fixed Compensation
| FY2024 Director Compensation (USD) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $115,000 |
| Stock Awards | $204,999 |
| All Other Compensation (dividend equivalents on deferred phantom shares) | $120,730 |
| Total | $440,729 |
Deferral elections and phantom shares (FY2024):
| Item | Amount |
|---|---|
| Deferred Cash Fees | $115,000 |
| Deferred Stock Awards | $70,000 |
| Phantom Shares Credited (from cash+stock deferrals) | 1,850 shares |
| Phantom Shares Credited (from deferred dividends) | 751 shares |
| Aggregate Phantom Shares in Deferred Account (Nov 30, 2024) | 66,461 shares |
Notes:
- 50% of annual director retainer is paid in shares; directors may elect to defer both cash and stock portions to a phantom share account accruing dividend equivalents .
Performance Compensation
Director equity grant details (FY2024):
| Grant Date | Shares Granted | Grant Date Fair Value per Share | Vesting | Holding Requirement |
|---|---|---|---|---|
| Apr 10, 2024 | 863 | $156.43 | Fully vested on issuance | 50% subject to two-year minimum holding period |
- No performance metrics (e.g., TSR/EBITDA targets) disclosed for non-management director compensation; equity grants are time/holding-policy based .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Disclosure |
|---|---|---|
| American Coastal Insurance Corporation | Director | No impairment of independence disclosed; Board affirmed Hudson’s independence |
| Related-party context | — | Audit Committee must approve all related-person transactions; since Dec 1, 2023, disclosures focus on Millrose spin-off arrangements; no related-party transactions involving Hudson disclosed |
Expertise & Qualifications
- Audit committee financial expert; CPA membership supports deep accounting proficiency .
- Senior audit experience (37 years at Deloitte) and public company leadership (TECO Energy Chairman/CEO/Executive Chairman) .
- Experience aligns with Lennar’s oversight priorities (financial reporting integrity, risk, cybersecurity, ESG) per Audit Committee charter .
Equity Ownership
Beneficial ownership as of Feb 12, 2025:
| Class | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Class A Common Stock | 34,712 | <1% |
| Class B Common Stock | 5,650 | <1% |
Additional alignment and risk indicators:
- Phantom shares held in deferred account (Nov 30, 2024): 66,461 .
- Pledging: Proxy footnotes disclose pledging for certain executives; no pledge disclosure for Hudson .
- Ownership guidelines: Directors must own shares equal to 5× annual retainer within five years; all directors are compliant or on track .
- Hedging/pledging policy: Hedging prohibited; pledging prohibited for shares used to satisfy ownership guidelines .
Insider trades (Form 4):
| Transaction Date | Filing Date | Type | Shares Transacted | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| Apr 12, 2023 | Apr 13, 2023 | Award (A) | 1,280 | $0.00 | 33,849 | https://www.sec.gov/Archives/edgar/data/920760/000120919123024234/0001209191-23-024234-index.htm |
| Apr 10, 2024 | Apr 11, 2024 | Award (A) | 863 | $0.00 | 34,712 | https://www.sec.gov/Archives/edgar/data/920760/000120919124005290/0001209191-24-005290-index.htm |
| Apr 9, 2025 | Apr 10, 2025 | Award (A) | 1,242 | $0.00 | 35,954 | https://www.sec.gov/Archives/edgar/data/920760/000095017025052959/0000950170-25-052959-index.htm |
Governance Assessment
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Strengths for investor confidence:
- Audit Committee Chair with “financial expert” designation and deep audit/CEO experience; charter encompasses cybersecurity and ESG oversight; recent charter refresh (June 20, 2024) indicates active governance updates .
- Independence affirmed; no material relationships identified; no related-party transactions disclosed for Hudson .
- Engagement and attendance: Board met seven times; each director met the ≥75% attendance requirement; independent directors meet in executive session .
- Ownership alignment: Defers 100% of cash and stock fees into phantom shares accruing dividend equivalents; robust director ownership guidelines; hedging and pledging restrictions .
- Outside board load: Company notes he sits on only one outside board, countering activist claim of two—reducing overboarding risk .
-
Watch items / RED FLAGS:
- Tenure/age: Long tenure (since 2008) and age 82—board refreshment considerations; context of ongoing shareholder focus on board leadership separation at Lennar (Independent Chair proposal) .
- Concentrated voting power at Lennar (Class B structure) and leadership combination debate—broader governance environment to monitor, though not specific to Hudson’s independence .
Overall, Hudson’s profile indicates strong audit oversight credentials, independence, and meaningful equity alignment via deferrals, with limited external board commitments—a net positive for governance effectiveness at Lennar .