C. E. Andrews
NVRAbout C. E. Andrews
C. E. Andrews, age 73, is an independent director of NVR and has served on the Board since May 6, 2008. He is the Audit Committee Chair and a member of the Executive Committee, with deep finance and accounting credentials from senior roles including CEO/director at MorganFranklin Consulting (2013–2017/2013–2019), President of RSM McGladrey Business Services (2009–2012), President of SLM Corporation, and ~30 years at Arthur Andersen; he also serves on the board of Marriott Vacations Worldwide Corporation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MorganFranklin Consulting, LLC | Chief Executive Officer; Director | CEO: May 2013–Mar 2017; Director: May 2013–Jun 2019 | Led a consulting firm; governance experience |
| RSM McGladrey Business Services, Inc. | President | Jun 2009–Feb 2012 | Operational leadership; finance |
| SLM Corporation | President | Not disclosed | Financial services leadership |
| Arthur Andersen | Senior roles | ~30 years | Accounting expertise; audit background |
External Roles
| Company | Role | Tenure | Notes / Interlocks |
|---|---|---|---|
| Marriott Vacations Worldwide Corporation | Director | Current (not dated) | Mel Martinez (NVR director) also serves on MVW’s board |
Board Governance
- Committee assignments: Audit Committee Chair; Executive Committee member . The Board has an independent lead director that rotates annually among committee chairs; after the 2025 Annual Meeting, NVR expects to appoint the Audit Committee chair as lead independent director (Andrews is current Audit Chair) .
- Audit committee financial expert: The Board determined Andrews is an “audit committee financial expert” under Item 407(d)(5) of Regulation S-K .
- Independence: Andrews is independent; eight of nine nominees are independent and the Board affirmed independence for all directors except the Executive Chairman .
- Attendance: The Board met five times in 2024; directors attended 100% of Board and applicable committee meetings; independent directors held two executive sessions without management; the Audit Committee holds executive sessions each meeting with auditor, internal audit, and finance leadership .
- Related-party transactions: None in 2024 under Item 404(a) .
- Auditor oversight: Andrews signed the Audit Committee Report recommending inclusion of audited financials and internal control opinions in the 2024 Form 10-K; KPMG has been auditor since 1987 .
Committee Assignments and 2024 Activity
| Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Audit | Chair | 5 | 100% Board/committee attendance in 2024 |
| Executive | Member | 0 | 100% Board/committee attendance in 2024 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer | $75,000 | Cash |
| Annual Committee Retainer | $8,000 | Cash; excludes Executive Committee |
| Audit Committee Chair Fee | $20,000 | Cash |
| Total Cash Fees Paid (2024) | $103,000 | Director compensation table |
NVR paid directors via cash retainers and periodic equity awards; no director equity grants were made in 2024 .
Performance Compensation
| Grant Date | Vesting (Ratable on Dec 31 of years) | Options Exercisable | Options Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|---|
| 05/10/2018 | 2020–2023 | 1,000 | — | $3,022.99 | 05/09/2028 |
| 05/04/2022 | 2024–2027 | 143 | 431 | $4,475.53 | 05/03/2032 |
Director options vest based on continued service; the 2024 proxy confirms no new director equity grants in 2024 .
Other Directorships & Interlocks
| External Board | NVR Directors on Same External Board | Potential Conflict Signal |
|---|---|---|
| Marriott Vacations Worldwide Corporation | C. E. Andrews; Mel Martinez | Shared external board linkage; no related-party transactions disclosed at NVR in 2024 |
Expertise & Qualifications
- Executive leadership in consulting and financial services; extensive accounting background (Arthur Andersen ~30 years) .
- Audit committee financial expert designation by the Board .
- Restructuring experience and public company board service cited by NVR as qualifications .
Equity Ownership
| Holder | Shares Beneficially Owned | Vested Options (included in shares as footnoted) | % of Class |
|---|---|---|---|
| C. E. Andrews | 1,972 | 1,143 | <1% |
- Director stock ownership guideline: required to hold NVR stock with fair market value equal to 5x the annual retainer ($375,000); all directors are in compliance .
- Policy prohibitions that strengthen alignment: short sales, hedging, pledging, and owning NVR debt are prohibited for directors and named executive officers .
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Quantity | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2024-02-12 | 2024-02-14 | Gift (G) | 3 | $0 | 857 | |
| 2024-12-10 | 2024-12-11 | Gift (G) | 25 | $0 | 832 | |
| 2025-02-18 | 2025-02-19 | Gift (G) | 3 | $0 | 829 |
Governance Assessment
- Strengths: Independent status; Audit Chair with audit committee financial expert designation; 100% attendance in 2024; robust governance practices (lead independent director; shareholder proxy access; prohibition on hedging/pledging; independent compensation consultant); no related-person transactions in 2024 .
- Compensation alignment: Director cash fees modest with heavier long-term equity weighting historically; no director equity grants in 2024; Andrews received $103,000 cash in 2024; director ownership guidelines enforced and in compliance .
- Signals to monitor: Shared external directorship at Marriott Vacations Worldwide (Andrews and Martinez) may create information-flow interlocks; NVR discloses no related-party transactions in 2024 .
- Broader governance context: Strong audit oversight (quarterly cybersecurity updates; internal audit reports; private sessions with auditor and internal audit); KPMG auditor tenure since 1987 with fees disclosed; Say-on-pay support at 95% in 2024 indicates shareholder confidence in compensation governance .