Stuart Miller
About Stuart Miller
Stuart Miller, age 67, is Lennar’s Executive Chairman and Co‑Chief Executive Officer; he has served as a director since 1990, Executive Chairman since 2018, Co‑CEO since September 2023, CEO from 1997–2018, and President from 1997–2011 . Lennar delivered strong FY2024 results: revenue $35.4B, net income $3.9B, diluted EPS $14.31, and year‑end Class A stock price $174.39 . Under Miller’s leadership, priorities include continuous process improvement, technology initiatives (“Lennar Machine”), and a land‑light strategy to drive returns, with co‑CEO structure intended to leverage decades of institutional knowledge and operational consistency .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lennar Corporation | Chief Executive Officer | 1997–2018 | Led growth across markets; drove operational expansion and efficiency . |
| Lennar Corporation | President | 1997–2011 | Oversaw corporate strategy and national operations . |
| Lennar Corporation | Executive Chairman | 2018–present | Focus on process, technology, innovation; land‑light strategy; Lennar Machine platform . |
| Lennar Corporation | Co‑Chief Executive Officer | Sept 2023–present | Shared operational leadership across expanded geography; coordinated long‑term strategy . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Five Point Holdings, LLC | Director | Current | Lennar’s Independent Directors Transactions Committee oversees Lennar–Five Point transactions . |
| Doma Holdings, Inc. | Director | Prior | Former board service . |
Fixed Compensation
| Element | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,000,000 | 1,000,000 | 1,000,000 |
| Stock Awards ($) | 26,499,994 | 26,270,845 | 26,699,567 |
| Non‑Equity Incentive ($) | 7,000,000 | 7,000,000 | 1,828,992 |
| All Other Compensation ($) | 427,100 | 14,068 | 18,117 |
| Total Compensation ($) | 34,927,094 | 34,284,913 | 29,546,675 |
Notes:
- Base salary unchanged since 2003 .
- He does not receive additional director compensation for board service .
Performance Compensation
Annual Cash Incentive Structure and Outcomes
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Miller Bonus Formula (% Pretax Income after 7.3% capital charge) | 0.73% | 0.58% | 0.58% (cap $7M) | 0.20% (cap $7M) | 0.20% (cap $7M) |
| Actual Bonus Paid ($) | — | — | — | — | 1,828,992 (after negative discretion) |
- 2024 pre‑reduction bonus would have been $6,828,309; Compensation Committee applied negative discretion tied to equity grants and reduced payout to $1,828,992 .
- Pretax Income basis is net earnings plus/minus tax, after capital charge; exclusions include goodwill, debt retirement losses, impairments, and certain acquisition costs .
2024 Equity Grants and Vesting Terms
| Component | Grant Date | Grant Value ($) | Shares (#) | Vesting/Performance |
|---|---|---|---|---|
| Service‑based RS | Jan 8, 2024 | 7,950,198 | 53,245 | Vests 1/3 on Feb 14, 2025/2026/2027 |
| Performance‑based (target) | Jan 8, 2024 | 18,749,369 | 124,240 | 3‑yr period Dec 1, 2023–Nov 30, 2026; four equally weighted metrics |
Performance Share Metrics (equal weighting):
| Metric | Threshold | Target | Maximum |
|---|---|---|---|
| Relative Gross Profit % | 25th percentile (30% payout) | 65th percentile (100%) | 75th percentile (200%) |
| Relative Return on Tangible Capital | 25th percentile (30%) | 65th percentile (100%) | 75th percentile (200%) |
| Relative Total Stockholder Return | 25th percentile (30%) | 65th percentile (100%) | 75th percentile (200%) |
| Debt/EBITDA Multiple | 0.85 (30%) | 0.65 (100%) | ≤0.45 (200%) |
Program Design Notes:
- Target percentile requirements for Miller set at 65th; threshold payout lowered to 30% to strengthen pay‑for‑performance .
- Equity pay mix for Miller: ~70% performance‑based, ~30% time‑based in 2024; actual incentive mix ~94% equity / ~6% cash due to reduced bonus .
Realized Performance: 2021 Grants (Performance Period ended Nov 30, 2023)
| Metric | Actual Percentile/Value | Payout (%) |
|---|---|---|
| Relative Gross Profit % | 78.7% percentile | 200.0% |
| Relative Return on Tangible Capital | 67.9% percentile | 171.6% |
| Relative TSR | 59.1% percentile | 136.4% |
| Debt/EBITDA | 0.694 | 200.0% |
| Average Payout | — | 177.0% |
| Shares Earned (Total) | 138,231 (target 78,097 + RSU 60,134) | — |
Equity Ownership & Alignment
| Holding/Measure | Value |
|---|---|
| Class A shares beneficially owned | 2,308,918 (less than 1% of Class A) |
| Class B shares beneficially owned | 21,851,515 (69.0% of Class B) |
| Voting power (combined classes) | 40.2% of total votes |
| Shares pledged as collateral | 774,957 Class A; 121,322 Class B |
| Stock ownership guideline status | Exceeds executive ownership requirements; robust retention/holding provisions |
| Hedging/Pledging policy | Hedging prohibited; pledging allowed only above ownership guideline levels |
Vesting Pipeline (Unvested Service‑based RS as of Nov 30, 2024):
| Grant Date | Unvested Shares | Vest Dates | Notes |
|---|---|---|---|
| Feb 28, 2022 | 21,280 | Vested Feb 14, 2025 | Shares previously withheld for tax on grant due to retirement eligibility |
| Feb 28, 2023 | 33,228 | Feb 14, 2025 & Feb 14, 2026 | Withholding occurred on grant |
| Jan 8, 2024 | 33,253 | Feb 14, 2025/2026/2027 | Withholding occurred on grant |
Outstanding Performance‑based Awards (as of Nov 30, 2024):
- Maximum unearned shares outstanding across grants: 1,020,638 for Miller (aggregate) .
- 2022 performance awards expected to certify late Feb 2025 after peer data available .
Employment Terms
| Topic | Detail |
|---|---|
| Employment agreement | None; no employment or severance agreements for NEOs |
| Change‑of‑Control vesting | Double‑trigger equity acceleration only (CIC + qualifying termination); hypothetical acceleration value $104,299,171 at 11/30/2024 |
| Clawback policy | SEC/NYSE‑compliant Executive Officer Recovery Policy effective Dec 1, 2023 (covers incentive comp received on/after Oct 2, 2023) |
| Non‑solicit | 12‑month non‑solicit tied to annual bonus agreement |
| Hedging & pledging | Hedging prohibited; pledging permitted above ownership guideline levels |
| Other perquisites | Time‑Sharing Agreement for personal aircraft use; paid $825,000 in FY2024 per FAA cost list (prioritization given to company use) |
Board Governance
- Board service: Director since 1990; Executive Chairman since 2018; Co‑CEO since Sept 2023; member of Executive Committee .
- Committees comprised of independent directors (Audit, Compensation, Nominating & Corporate Governance); independent Lead Director (Armando Olivera) since April 10, 2024 .
- Dual‑role implications: A shareholder proposal sought an Independent Board Chairman; Board opposed, citing flexible leadership and strong independent oversight (61% of S&P 500 lack independent Chair; 40% combine CEO/Chair per Spencer Stuart) .
- Board/committee meetings: Board met 7 times in FY2024; each director attended ≥75% of meetings; independent sessions held regularly .
- Say‑on‑pay: 79% approval at 2024 annual meeting; Compensation Committee continues engagement and program adjustments .
Compensation Committee Analysis
- Independent consultant: FW Cook engaged; program changes responsive to shareholder feedback .
- Peer group revisions (2024): Removed Beazer Homes and M.D.C. Holdings after FW Cook feedback; current peers include DHI, PHM, KBH, TMHC, MTH, TOL, NVR, TPH .
- Program shifts: Lowered threshold payouts to 30%; target performance raised to 65th percentile; reduced cash bonus formula to 0.20% with cap; majority of compensation equity‑based .
Related Party Transactions and Interlocks
- Millrose spin‑off (Feb 7, 2025): Lennar contributed $5.5B land assets and $1.0B cash to Millrose; Lennar distributed ~80% of Millrose stock to shareholders and retained ~20% temporarily; Miller holds a significant (but < majority) aggregate voting power across Millrose classes; ongoing HOPP’R arrangement governs land financing/homesite delivery; related party oversight applies .
- Five Point interlocks: Independent Directors Transactions Committee approves Lennar–Five Point transactions (Lennar holds minority interest) .
- Family transactions: Time‑Sharing agreements for aircraft; compensation and employment details disclosed for family members (e.g., Brad Miller) .
Performance & Track Record
Key return metrics (11/30 fiscal years; oldest → newest):
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Class A stock price ($) | 75.86 | 105.05 | 87.83 | 127.92 | 174.39 |
| Market cap ($MM) | 23,154 | 31,785 | 25,019 | 35,947 | 47,069 |
| Book value/share ($) | 57.55 | 69.52 | 83.16 | 94.61 | 103.90 |
| Diluted EPS ($) | 7.85 | 14.27 | 15.72 | 13.73 | 14.31 |
| Dividends/share ($) | 0.63 | 1.00 | 1.50 | 1.50 | 2.00 |
FY2024 operating highlights: revenue $35.4B; net income $3.9B; 80,210 home deliveries; 76,951 new orders .
Equity Ownership & Alignment (Detail)
| Measure | Value |
|---|---|
| Security ownership (A & B classes; as of Feb 12, 2025) | 2,308,918 Class A; 21,851,515 Class B |
| Voting control | 220,624,068 votes (40.2% of combined votes) |
| Pledged shares | 774,957 Class A; 121,322 Class B |
Investment Implications
- Pay–for–performance alignment: Equity‑heavy mix with raised performance hurdles and negative discretion on cash bonuses increases alignment with long‑term shareholder returns; 2021 awards paid at 177% on strong multi‑metric outperformance .
- Governance/control risk: Dual‑class structure and Miller’s 40.2% voting power, combined with Executive Chairman + Co‑CEO roles, present entrenchment concerns and potential independence issues; shareholders raised independent chair proposal; Board emphasizes lead director structure .
- Pledging red flag: Significant pledged shares (≈896k total) introduce counterparty risk; mitigated by policy limiting pledging to holdings above ownership guidelines, which Miller exceeds .
- Retention dynamics: Retirement eligibility accelerates service‑based vesting on retirement, potentially lowering retention pressure; performance‑based awards remain subject to three‑year outcomes (next certifications around Feb 2025/Feb 2027), sustaining performance alignment .
- Near‑term supply mechanics: Annual RS vest dates in mid‑February and certification/issuance of performance shares can increase share float; however, Lennar typically withholds shares for tax on grant/vesting, limiting open‑market selling pressure .
- Related‑party oversight: Millrose spin‑off and Five Point relationships create transaction complexity; board committee frameworks and disclosures mitigate but continue to merit monitoring for alignment and pricing .
- Say‑on‑pay sentiment: 79% support suggests moderate endorsement with room for further alignment improvements (e.g., cash caps, performance stringency) .
Overall, Miller’s incentives are materially equity‑based with tightened performance conditions, but dual‑class control, pledging, and dual roles warrant governance discounts and active monitoring of vesting events and related‑party structures .