Michael J. DeVito
NVRAbout Michael J. DeVito
Independent director appointed to NVR’s Board effective July 1, 2025; designated independent under NYSE rules and placed on the Compensation Committee . Former CEO of Freddie Mac (June 2021–March 2024) and 24-year Wells Fargo senior home lending executive; holds a bachelor’s degree in accounting from Ithaca College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Freddie Mac | Chief Executive Officer | 2021–2024 | Led mission-driven mortgage GSE; retirement announced for Q1 2024 . |
| Wells Fargo & Company | EVP & Head of Home Lending; prior senior roles across origination, servicing, secondary marketing, risk | ~1996–2020 | Oversaw mortgage and home equity business . |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Ithaca College | Trustee (non-profit) | Elected 2023; term ends 2027 | Audit, Compliance & Risk Management; Enrollment & Revenue; Finance & Investment (chair); Executive . |
Board Governance
- Appointment and independence: Appointed to NVR Board effective July 1, 2025; determined independent under NYSE standards .
- Committee assignment: Member, Compensation Committee, effective July 1, 2025 .
- Director stock ownership requirements: NVR requires directors to hold common stock valued at 5× annual board retainer ($375,000); compliance expected within three years .
- Trading and alignment rules: Directors are prohibited from short sales, hedging, or pledging NVR stock; robust pre-clearance process for trades .
- Related-party transactions: NVR policy requires independent review/approval of related-person transactions; none disclosed for 2024 .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $75,000 | Standard for non-employee directors . |
| Committee Membership Retainer (cash) | $8,000 | Paid in addition to board retainer; excludes Executive Committee . |
| Chair Fees (cash) | Audit $20,000; Compensation $15,000; Nominating $15,000 | For committee chairs; DeVito is a member, not chair . |
| Director Compensation Framework | Cash + periodic equity options | No changes disclosed for 2025 framework; DeVito’s compensation “consistent with” non-employee directors . |
Performance Compensation
| Grant Type | Grant Date | Number of Options | Exercise Price | Plan / Terms |
|---|---|---|---|---|
| Non-qualified stock options | Jul 1, 2025 | 342 | $7,385.66 | Granted under 2018 Equity Incentive Plan; terms consistent with standard director grants; Form 4 filed . |
| Reference for typical vesting (prior director grants) | May 4, 2022 | Various (e.g., 574) | $4,475.53 | Prior director options vest ratably across Dec 31, 2024–2027, indicating 4-year ratable vesting model . |
Note: DeVito’s 2025 option grant is stated to be consistent with standard director grants; specific vesting dates for the 2025 grant were not separately disclosed in the 8-K or Form 4 .
Other Directorships & Interlocks
| Company | Public Company Board? | Role | Potential Interlock/Exposure |
|---|---|---|---|
| NVR, Inc. | Yes | Independent Director; Compensation Committee member | NVR’s mortgage subsidiary sells loans; industry expertise from Freddie Mac/Wells Fargo may inform oversight; no related-person transactions disclosed for 2024 . |
| Freddie Mac | No (GSE) | Former CEO | Prior role; not a current board; no direct interlock with NVR suppliers/customers disclosed . |
| Ithaca College | No | Trustee | Non-profit governance role . |
Expertise & Qualifications
- Deep mortgage finance and housing market expertise from CEO role at Freddie Mac and senior leadership at Wells Fargo Home Lending .
- Broad operational oversight across origination, servicing, secondary markets, and risk—relevant to NVR’s mortgage finance subsidiary and risk oversight .
- Accounting background (B.S. in Accounting, Ithaca College) supports financial literacy at board level .
Equity Ownership
| Security | Transaction Date | Quantity | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| Common stock (open market purchase) | Nov 3, 2025 | 14 shares | $7,068.05 | 14 shares (direct) | Form 4; SEC filing link . |
| Stock options (award) | Jul 1, 2025 | 342 options | $7,385.66 | 342 options | Form 4; SEC filing link . |
| Initial insider status (Form 3) | Jul 1, 2025 | — | — | — | Form 3; SEC filing link . |
NVR total shares outstanding at Mar 5, 2025 were 2,969,005 . DeVito’s 14-share purchase represents approximately 0.00047% of outstanding shares (14 / 2,969,005) .
Governance Assessment
- Committee fit and board effectiveness: Placement on the Compensation Committee leverages executive pay literacy from prior CEO experience; NVR’s committee uses an independent consultant (Aon) and maintains clawback and double-trigger CIC best practices—supportive of pay-for-performance alignment .
- Independence and alignment: Independence affirmed; open-market share purchase enhances “skin-in-the-game” alongside director option grant, within NVR’s strict anti-hedging/anti-pledging and ownership guidelines .
- Conflicts/related party: No related-person transactions disclosed for 2024; prior GSE/bank roles present industry familiarity rather than a disclosed conflict; ongoing adherence to NVR related-party review policy mitigates risk .
- Signals to investor confidence: Mortgage finance and housing-cycle expertise are accretive to NVR’s risk oversight and capital discipline. Director cash/equity mix remains modest and option-based, consistent with NVR’s long-term alignment philosophy (directors compensated with cash retainer plus periodic options) .
RED FLAGS: None disclosed regarding hedging/pledging, related-party transactions, say-on-pay distress, or attendance issues for DeVito. Company-level policies prohibit hedging/pledging; say-on-pay support was 95% in 2024 after 75% in 2023, indicating improved shareholder alignment .