Alfred E. Festa
NVRAbout Alfred E. Festa
Alfred E. Festa (age 65) is an independent director at NVR, serving since December 1, 2008. He is the current Independent Lead Director and Chair of the Nominating Committee, and also serves on the Audit and Executive Committees, bringing executive leadership, financial, M&A, brand marketing, and restructuring expertise from his tenure as Chairman and CEO of W.R. Grace & Co. . Mr. Festa also serves on the board of Owens Corning, providing industry-adjacent perspective relevant to homebuilding supply chains .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| W. R. Grace & Co. | Chairman | Jan 2008 – Nov 2019 | Led board oversight through cyclical markets and portfolio evolution |
| W. R. Grace & Co. | Chief Executive Officer | Jun 2005 – Nov 2018 | Executive leadership, restructuring and M&A oversight |
| W. R. Grace & Co. | President & Chief Operating Officer | Nov 2003 – prior to CEO appointment | Operational leadership and turnaround experience |
| Morgenthaler Private Equity Partners | Partner | Nov 2002 – Nov 2003 | Mid-market industrial build-ups and buyout experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Owens Corning, Inc. | Director | Current | Public company board service (1 other board as disclosed) |
Board Governance
- Committee assignments (2024): Nominating Committee (Chair), Audit Committee (Member), Executive Committee (Member). Mr. Festa is the current Independent Lead Director, an annually rotating role among the Audit, Compensation, and Nominating Chairs .
- Meetings/attendance: Board met 5 times in 2024; Nominating met 5; Audit met 5; Executive met 0. Each current director attended 100% of Board and applicable Committee meetings in 2024 and attended the 2024 Annual Meeting in person .
- Independence: Mr. Festa is independent; all members of the Audit, Compensation, and Nominating Committees are independent under NYSE and SEC rules .
- Lead Independent Director transition: After the 2025 Annual Meeting, the Audit Committee Chair is expected to assume the Lead Independent Director role through the 2026 Annual Meeting, consistent with the Board’s rotation policy .
- Executive sessions: Independent directors held two executive sessions in 2024 without management; the Lead Independent Director chaired these sessions .
Fixed Compensation
- Non-employee director cash pay structure (unchanged in 2024):
- Annual Board Retainer: $75,000
- Annual Committee Retainer (excludes Executive Committee): $8,000
- Chair Fees: Audit ($20,000), Compensation ($15,000), Nominating ($15,000) .
- NVR reimburses reasonable incidental travel and out-of-pocket business expenses for directors .
2024 Director Compensation – Alfred E. Festa
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 106,000 |
| Total | 106,000 |
Notes: Structure and roles imply Mr. Festa’s 2024 total of $106,000 reflects Board retainer ($75,000), two committee retainers for Audit and Nominating ($8,000 each; Executive excluded), plus Nominating Chair fee ($15,000) = $106,000, consistent with policy schedule and his committee roles .
2023 and 2022 Reference
- 2023 total: $106,000 (same structure; no equity awards in 2023) .
- 2022 total: $913,965 including an option grant valued at $813,048 under NVR’s periodic grant program (last made in May 2022) .
Performance Compensation
- Equity award cadence and structure: Periodic (not annual) option grants; directors received option grants in May 2022. In response to shareholder feedback, director options vest based on continued service only (no ROC performance metric for directors; performance metric retained for executives) .
- No director equity awards were made in 2023 or 2024 .
Outstanding Stock Option Awards at 12/31/2024 – Alfred E. Festa
| Grant Date | Vesting (each Dec 31) | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| 05/10/2018 | 2020, 2021, 2022, 2023 | 1,000 | — | 3,022.99 | 05/09/2028 |
| 05/04/2022 | 2024, 2025, 2026, 2027 | 143 | 431 | 4,475.53 | 05/03/2032 |
Other Directorships & Interlocks
| Company | Sector Relevance | Potential Interlock Considerations |
|---|---|---|
| Owens Corning, Inc. | Building materials (insulation/roofing) | Industry-adjacent to homebuilding; NVR reports no related person transactions requiring disclosure in 2024 and maintains a formal related person transaction approval policy overseen by independent directors . |
Related-Party Controls and Outcomes
- Policy requires all related person transactions (Item 404(a) of Reg S-K) to be reviewed and approved by disinterested, independent directors; embedded in Bylaws, Code of Ethics, and policies .
- 2024: No related person transactions requiring disclosure .
Expertise & Qualifications
- Executive leadership (Chairman/CEO), financial expertise, brand marketing, M&A, and restructuring experience (W.R. Grace) .
- Public company board experience (Owens Corning) .
- Independent Lead Director experience and governance leadership at NVR .
Equity Ownership
Security Ownership as of March 5, 2025 – Alfred E. Festa
| Metric | Amount |
|---|---|
| Shares Beneficially Owned | 1,316 |
| Vested Options Issued Under Equity Incentive Plans | 1,143 (included in “Number of Shares” per footnote) |
| Percent of Class | <1% (asterisk denotes less than 1%) |
Alignment Policies
- Director stock ownership guideline: 5x the $75,000 annual retainer ($375,000) within 3 years, with one-third met by year 1 and two-thirds by year 2; all directors are in compliance .
- Trading restrictions: Pre-clearance required; prohibitions on pledging, hedging, and short sales apply to directors and executives, enhancing alignment and risk control .
Governance Assessment
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Strengths:
- Independent Lead Director with rotating mandate among committee chairs, enhancing independence and fresh oversight; Festa currently serves in the role .
- Perfect attendance by all directors (including Festa) at Board and Committee meetings in 2024; robust executive sessions without management .
- Clear director pay structure with modest cash retainers and periodic long-dated options (no equity grants in 2023–2024), aligning directors to long-term TSR while limiting short-term incentives .
- Strong conflict controls and no related person transactions disclosed for 2024; hedging/pledging prohibitions .
- Shareholder support signals: Say-on-pay approval improved to 95% in 2024 following shareholder engagement, indicating broader investor alignment with compensation governance .
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Watch items:
- External board at Owens Corning creates an industry-adjacent interlock; continue monitoring for any supplier/customer relationships and ensure adherence to NVR’s related-person policy if any transactions arise (none disclosed for 2024) .
Appendix: Director Compensation References
Director Cash Compensation Schedule (2024)
| Item | Amount ($) |
|---|---|
| Annual Board Retainer | 75,000 |
| Annual Committee Retainer (per committee; excludes Executive) | 8,000 |
| Audit Committee Chair Fee | 20,000 |
| Compensation Committee Chair Fee | 15,000 |
| Nominating Committee Chair Fee | 15,000 |
Say-on-Pay (Context for governance environment)
- 2024 voting outcome: 95% support for NEO compensation .
- Program design emphasizes long-term value creation via options with periodic grants and robust ownership requirements .