Teri P. McClure
Director at LEN
Board
About Teri P. McClure
Independent director since 2013 (age 61), currently Chair of the Compensation Committee and a member of the Nominating & Corporate Governance Committee. Prior to retiring in 2019, she served in senior executive roles at UPS including Chief Human Resources Officer and Chief Legal, Communications & Compliance Officer; earlier in her career she practiced law at Troutman Sanders. The Board affirmed her independence in January 2025, expressly noting her GMS Inc. directorship does not impair independence. Each director attended at least 75% of Board and applicable committee meetings in fiscal 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Parcel Service (UPS) | Chief Human Resources Officer & SVP Labor | 1995–2019 | Senior executive leadership in HR and labor; broad operational oversight |
| UPS | Chief Legal, Communications & Compliance Officer | 1995–2019 | Led legal, compliance, communications functions |
| UPS | SVP Legal, Compliance & Public Affairs; General Counsel & Corporate Secretary | 1995–2019 | Enterprise legal and public affairs leadership |
| Troutman Sanders (law firm) | Associate | Pre-1995 | Legal practice experience |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Fluor Corporation | Director | Current | Other Lennar directors also serve at Fluor; not a disclosed related-party transaction with Lennar |
| GMS Inc. | Director | Current | GMS supplies drywall to Lennar; Board determined this does not impair McClure’s independence |
| JetBlue Airways Corporation | Director | Current | No disclosed related-party transactions with Lennar |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee. The Compensation Committee oversees executive pay design, equity plans (2016 Equity Plan), and human capital management, and may engage independent advisors; the NCG Committee oversees Board composition and ESG oversight.
- Independence: Board affirmed McClure’s independence under NYSE standards; explicitly viewed her GMS directorship as not impairing independence.
- Engagement and attendance: Board met seven times; each director attended ≥75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting.
- Committee activity levels (fiscal 2024): Audit 11; Compensation 4; Nominating & Corporate Governance 4; Executive 0; Independent Directors Transactions 0.
- Compensation Committee quality: No members were officers; no related-party transactions requiring disclosure for Compensation Committee members in fiscal 2024; FW Cook engaged as independent advisor; Committee report signed by McClure as Chair.
Fixed Compensation
- Director compensation program (fiscal 2024):
- Annual retainer $140,000 (50% cash, 50% Class A stock); Annual equity grant $135,000 in fully vested Class A shares at grant (50% subject to two-year holding); Committee fees: Compensation Chair $20,000; Compensation member $15,000; Audit Chair $30,000; Audit member $25,000; NCG Chair $20,000; NCG member $10,000; Lead Director $75,000.
| Item | Amount | Notes |
|---|---|---|
| Annual retainer | $140,000 | 50% cash, 50% Class A stock |
| Annual equity grant | $135,000 | At grant; holding requirement on 50%; grant date 4/10/2024 at $156.43/share |
| Compensation Committee Chair fee | $20,000 | Cash |
| NCG Committee member fee | $10,000 | Cash |
- Individual compensation (fiscal 2024):
| Component | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 100,000 | Includes retainer/committee fees |
| Stock Awards | 204,830 | 50% of retainer in stock plus annual equity grant (863 shares at $156.43) |
| All Other Compensation | 40,688 | Dividend equivalents on legacy phantom shares and cash in lieu of fractional shares |
| Total | 345,518 | Sum of all components |
- Deferred compensation: McClure terminated deferral election effective Q2 FY2021 but continues to hold 21,801 phantom Class A shares (legacy balance). Dividend-equivalents credited in FY2024 were $40,688, equal to 253 phantom shares.
Performance Compensation
Not applicable—Lennar non-management directors do not receive performance-based pay; director equity awards are annual, time-based grants with holding requirements and no disclosed performance conditions.
| Alignment Metric | Requirement/Policy | Status/Notes |
|---|---|---|
| Director stock ownership guideline | 5× annual director retainer (value-based), within 5 years | All directors compliant or on track |
| Annual grant holding requirement | Must hold 50% of annual equity grant for two years | Applicable to all non-management directors |
| Hedging | Prohibited for directors and executive officers | Policy adopted; no hedging permitted |
| Pledging | Allowed only for shares in excess of ownership guideline for directors/executives | Policy restriction in place |
Other Directorships & Interlocks
| External Board | Interlock/Transaction | Independence/Conflict View |
|---|---|---|
| GMS Inc. | Supplier of drywall to Lennar | Board determined McClure’s GMS directorship does not impair independence |
| Fluor Corporation | No Lennar-related transactions disclosed | Independent; no impairment noted |
| JetBlue Airways Corporation | No Lennar-related transactions disclosed | Independent; no impairment noted |
Expertise & Qualifications
- Board nomination rationale: Long tenure as a senior executive at a Fortune 100 company, strong operational capabilities, and broad business experience.
- Committee-relevant expertise: As Compensation Committee Chair, oversight spans executive compensation, equity plans, and human capital management, with authority to engage independent advisors.
- Governance involvement: Signed Compensation Committee Report as Chair, evidencing active leadership.
Equity Ownership
| Category | Amount | % of Class | Notes |
|---|---|---|---|
| Class A common stock beneficially owned | 27,843 | <1% | As of Feb 12, 2025 |
| Class B common stock beneficially owned | 275 | <1% | As of Feb 12, 2025 |
| Phantom Class A shares (deferred comp acct) | 21,801 | n/a | As of 11/30/2024 |
| Shares pledged as collateral | None disclosed | n/a | Pledges disclosed for certain other insiders, not McClure |
| Ownership guideline compliance | Compliant/on track | n/a | Directors must hold ≥5× retainer |
| Hedging/Pledging policy | Hedging prohibited; pledging restricted | n/a | Applies to directors/executives |
Governance Assessment
- Committee leadership and independence: McClure chairs the Compensation Committee comprised entirely of independent directors; no committee member was a company officer and no related-party transactions required disclosure for committee members in FY2024. This supports independent oversight of pay and HCM.
- Investor alignment signals: Say-on-Pay support was ~79% at the 2024 Annual Meeting; the Committee retained FW Cook and exercised negative discretion to materially reduce FY2024 cash bonuses for Co-CEOs despite profitability, indicating responsiveness to investor feedback and pay-for-performance rigor.
- Attendance and engagement: Board met seven times; each director met the ≥75% attendance requirement; independent directors meet in executive session and the Lead Director can convene at any time.
- Potential conflicts: The only noted interlock is GMS Inc. supplying drywall; the Board explicitly concluded McClure’s GMS directorship does not impair independence. Ongoing monitoring remains prudent, but current disclosure mitigates conflict risk.
- Alignment and risk controls: Robust director ownership guidelines (5× retainer), equity holding requirements, and prohibitions on hedging (and restricted pledging) strengthen alignment; no performance-linked director pay reduces incentives for short-termism.
RED FLAGS
- Supplier interlock: GMS Inc. board seat while Lennar purchases drywall—Board assessed and deemed independence intact; treat as a monitored item rather than a current governance breach.
- No other red flags disclosed for McClure: no low attendance, no related-party transactions, no pledging, no hedging.