Mel Martinez
NVRAbout Mel Martinez
Mel Martinez (age 78) has served as an independent director of NVR since December 1, 2012. He previously served as Chairman of the South East and Latin America for JPMorgan Chase & Co. from August 2010 through March 1, 2023; was a partner at DLA Piper from September 2009 to July 2010; a United States Senator from Florida from January 2005 to September 2009; and served as Secretary of the U.S. Department of Housing and Urban Development prior to his Senate tenure. The Board cites his executive leadership, housing industry experience, government and housing regulatory expertise, and public company board experience as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase & Co. | Chairman, South East & Latin America | Aug 2010 – Mar 1, 2023 | Regional leadership; capital markets exposure |
| DLA Piper | Partner | Sep 2009 – Jul 2010 | Legal advisory experience |
| U.S. Senate (Florida) | U.S. Senator | Jan 2005 – Sep 2009 | Federal legislative and oversight experience |
| U.S. Dept. of Housing and Urban Development | Secretary | Not disclosed | Housing regulatory expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Marriott Vacations Worldwide Corporation | Director | Not disclosed | Current public company board |
Board Governance
- Independence: The Board affirms Martinez is independent under NYSE standards; eight of nine nominees are independent .
- Committee Assignments: Member, Nominating Committee; not on Audit, Compensation, or Executive Committees; not a committee chair .
- Lead Independent Director: Role rotates among Audit, Compensation, and Nominating Committee chairs; currently Alfred E. Festa (Nominating Chair) serves; Audit Chair expected next cycle .
- Attendance: Board met five times in 2024; each director attended 100% of Board and applicable Committee meetings; all directors attended the 2024 Annual Meeting in person .
- Governance policies: Prohibition on short sales, hedging, or pledging of NVR stock by directors; robust pre-clearance for trading .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $75,000 | Standard director retainer |
| Annual Committee Retainer | $8,000 | Applies to committee membership (excludes Executive Committee) |
| Chair Fees | $15,000–$20,000 | Nominating Chair: $15k; Compensation Chair: $15k; Audit Chair: $20k (not applicable to Martinez) |
| Fees Earned (Total 2024) | $83,000 | Martinez’s actual cash compensation in 2024 |
- Structure: Non-employee directors receive cash and periodic equity awards; no changes to director cash compensation and no equity awards made in 2024 .
Performance Compensation
| Grant Date | Vesting Schedule (each Dec 31) | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| 05/10/2018 | 2020, 2021, 2022, 2023 | 125 | — | $3,022.99 | 05/09/2028 |
| 05/04/2022 | 2024, 2025, 2026, 2027 | 143 | 431 | $4,475.53 | 05/03/2032 |
- Equity grant cadence: NVR provides periodic (not annual) long-term equity grants; 2024 featured no director equity grants; the outstanding director options above reflect prior periodic grants .
- Alignment features: Options granted at market price; company emphasizes long-term equity alignment and disallows repricing; hedging/pledging prohibited .
Other Directorships & Interlocks
| Company | Martinez Role | Noted Interlock | Implication |
|---|---|---|---|
| Marriott Vacations Worldwide (MVW) | Director | C.E. Andrews (NVR director) also serves on MVW’s board | Cross-board network; ordinary-course relationships reviewed for independence and deemed not material |
Expertise & Qualifications
- Executive leadership (banking and government) and housing regulatory experience; public company board experience .
- Board identifies housing industry, government/regulatory, and leadership credentials as key qualifications .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 459 | Includes exercisable options per SEC rules |
| Percent of Class | <1% | As disclosed |
| Vested Options (included in beneficial ownership) | 268 | Counted in “Number of Shares” per footnote |
| Options—Exercisable | 125 (2018 grant), 143 (2022 grant) | See Performance Compensation table |
| Options—Unexercisable | 431 (2022 grant) | Remaining tranches vest through 2027 |
| Director Stock Ownership Guideline | $375,000 (5x $75,000 retainer) | Must meet within 3 years; staged compliance; all directors compliant |
| Hedging/Pledging | Prohibited | Applies to directors and executive officers |
Governance Assessment
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Board effectiveness and engagement: Martinez maintains full attendance and serves on the Nominating Committee, contributing to board composition and refresh processes; strong overall governance framework and independent lead director structure reduce risk of management capture .
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Alignment and incentives: Cash compensation modest ($83k); equity exposure via options with long-dated expirations and market strike enhances long-term alignment; directors subject to meaningful ownership guidelines ($375k) and are compliant .
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Conflicts and related-party: Cross-board interlock at MVW (with C.E. Andrews) exists; Board evaluated ordinary-course relationships and concluded they are not material and do not impair independence .
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Risk indicators: No hedging/pledging allowed; no director equity grants in 2024 (reduces pay-volatility and optics of annual equity); 100% attendance mitigates engagement concerns; no disclosed related-party transactions involving Martinez .
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RED FLAGS: None disclosed specific to Martinez. Monitor cross-board interlock at MVW for any evolving conflicts; current independence assessment mitigates concern .