Alexandra A. Jung
NVRAbout Alexandra A. Jung
Independent director at NVR since December 3, 2018; age 54. Career investor focused on private credit and special situations, currently a co-founder and Managing Partner of Amateras Capital and Partner & Head of Private Debt at AEA Investors. Previously Partner/Senior Advisor at Oak Hill Advisors (2009–Apr 2020), after leadership roles at Greywolf Capital and Goldman Sachs’ European Special Situations Group. The Board cites her financial expertise, capital markets, M&A and restructuring experience as core credentials; NVR’s Board has affirmed her independence. She attended 100% of Board and applicable committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oak Hill Advisors | Partner (2012–Apr 2019); Senior Advisor thereafter; with firm 2009–Apr 2020 | 2009–Apr 2020 | Led credit/private markets investing; restructuring expertise highlighted by NVR Board |
| Greywolf Capital Management | Managing Director | Not disclosed | Responsible for investments in credit, private equity and special situations |
| Goldman Sachs (European Special Situations Group) | Investment professional | Not disclosed | Managed investments in credit, distressed debt and equity |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Amateras Capital | Co‑founder and Managing Partner | Not disclosed | Private credit and equity investments |
| AEA Investors, L.P. | Partner & Head of Private Debt | Not disclosed | Current role per NVR biography |
Board Governance
- Independence: The Board determined Ms. Jung is independent; 8 of 9 director nominees are independent.
- Committees: Audit Committee Member (5 meetings in 2024; not chair).
- Attendance: NVR held 5 Board meetings in 2024; each current director attended 100% of Board and applicable committee meetings; all then‑serving directors attended the 2024 annual meeting in person.
- Board leadership: Independent Lead Director structure in place; executive sessions held by independent directors (twice in 2024).
- Related party oversight: All related‑person transactions must be approved/ratified by disinterested independent directors; none required disclosure for 2024.
| Governance Item | Detail |
|---|---|
| Committee assignment (2024) | Audit Committee – Member (5 meetings) |
| Independence status | Independent director |
| 2024 attendance | 100% of Board and applicable committees |
| Board meetings held (2024) | 5 |
Fixed Compensation (Director)
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash (Jung) | $83,000 |
| Board annual retainer | $75,000 |
| Committee membership retainer (per committee) | $8,000 |
| Chair fees (if applicable) | Audit Chair $20,000; Comp Chair $15,000; Nominating Chair $15,000 (Jung is not a chair) |
| Equity grants to directors in 2024 | None (no changes to director cash comp in 2024) |
Performance Compensation (Director Equity)
- Program design: NVR weights director compensation toward long‑term equity via periodic option grants; no 2024 grants; existing grants vest ratably through 2027.
- Ms. Jung’s outstanding director options at 12/31/2024:
| Grant Date | Vesting (ratable on Dec 31 of years) | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|---|
| 12/03/2018 | 2021–2024 | 1,130 | — | $2,450.00 | 12/02/2028 |
| 05/04/2022 | 2024–2027 | 143 | 431 | $4,475.53 | 05/03/2032 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards (other than NVR) | None disclosed (“—” in NVR nominee table) |
| Compensation Committee interlocks (NVR) | None in 2024 (company‑wide disclosure) |
Expertise & Qualifications
- NVR cites executive leadership, financial expertise, capital markets knowledge, M&A and restructuring experience, and public company board experience as reasons for her nomination.
- Audit Committee service confirms financial literacy standards.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (3/5/2025) | 1,398 shares (includes options counted as beneficially owned) |
| Vested options included in beneficial count | 1,273 |
| Ownership as % of outstanding | Less than 1% (“*”) |
| Shares outstanding (Record Date) | 2,969,005 |
| Director stock ownership guideline | 5× $75,000 retainer = $375,000 required holding |
| Compliance with guideline | All directors are in compliance |
| Hedging/pledging | Prohibited for directors; robust pre‑clearance of trades |
Potential Conflicts & Related-Party Exposure
- Policy requires independent director approval/ratification for any related‑person transactions (Item 404(a) standard); none required disclosure for 2024.
- Ms. Jung’s investment roles (Amateras/AEA) could, in theory, intersect with counterparties to NVR; no such transactions are disclosed.
- Directors are prohibited from hedging/pledging NVR stock, reducing misalignment risk.
Director Compensation Structure Signals
- 2024 director cash structure unchanged; emphasis on periodic options and long‑term alignment (no 2024 director equity grants).
- Based on 2022 market data, total director compensation around the 75th percentile of general industry with higher weighting to long‑term equity.
Attendance & Engagement
- 100% attendance at Board and committee meetings for all current directors in 2024; in‑person attendance expected (and achieved) at the 2024 annual meeting.
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 say‑on‑pay support: 95% “FOR,” indicating broad investor support for pay practices (contextual governance signal).
- Ongoing shareholder engagement across ESG and governance topics.
Governance Assessment
- Strengths
- Independent director with deep credit, restructuring and capital markets background; Audit Committee member, enhancing financial oversight.
- Strong attendance and engagement record (100%).
- No related‑party transactions; rigorous related‑party policy.
- Prohibitions on hedging/pledging; robust trading pre‑clearance; director ownership guidelines met.
- Board structure features majority independence, independent lead director, annual elections, majority voting standard.
- Watch items
- Dual external investment roles (Amateras/AEA) could create theoretical counterparty overlaps; none disclosed—continue monitoring future proxies and 8‑Ks.
- Director equity is option‑based with periodic grants; no 2024 director equity awards—monitor for future grant cadence and terms consistency.