Sallie B. Bailey
NVRAbout Sallie B. Bailey
Independent director of NVR since February 21, 2020; age 65 as of the 2025 proxy. Former EVP & CFO of Louisiana-Pacific, prior CFO of Ferro, and senior finance roles at Timken; designated by NVR’s Board as an Audit Committee Financial Expert, reflecting deep accounting and finance expertise. Currently assessed as independent by the Board, and attended 100% of Board and relevant committee meetings in 2024. Serves on the Audit Committee; no chair roles disclosed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Louisiana-Pacific Corporation | Executive Vice President & Chief Financial Officer | Dec 2011 – Jul 2018 | Senior executive finance leadership |
| Ferro Corporation | Vice President & Chief Financial Officer | Jan 2007 – Jul 2010 | Corporate finance leadership |
| The Timken Company | Senior Vice President & Controller; prior senior management roles | 1995 – 2006 | Oversight of controllership and financial reporting |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| L3Harris Technologies, Inc. | Director | Current | Public company directorship |
| The Azek Company | Director | Previously (within last 5 years); served in 2024 | No longer listed as current in 2025; was current in 2024 |
| Other public company boards (count) | — | 2024: 2; 2025: 1 | Proxy nominee table counts |
Board Governance
- Committees and roles (2024):
- Audit Committee: Member; 5 meetings; Board designated Audit Committee Financial Expert (Bailey and Andrews)
- Compensation Committee: Not a member
- Nominating Committee: Not a member
- Executive Committee: Not a member
- Independence: Board affirmatively determined independence for all directors except Executive Chairman; Bailey is independent
- Attendance and engagement: 100% attendance at Board and applicable committee meetings in 2024; all directors attended the 2024 Annual Meeting in person; independent directors held two executive sessions
- Risk oversight: Audit Committee oversight includes financial reporting, internal controls, cybersecurity, risk assessment, and qualified legal compliance committee functions
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $83,000 | $83,000 |
| Total ($) | $83,000 | $83,000 |
Director fee schedule (applies to 2023–2024):
- Annual Board Retainer: $75,000
- Annual Committee Retainer (excludes Executive Committee): $8,000
- Chair Fees: Audit $20,000; Compensation $15,000; Nominating $15,000
Performance Compensation
- Equity grant cadence: NVR makes periodic (not annual) director equity grants; last periodic grant in 2022. No director equity awards made in 2023 or 2024
- Vesting/metrics: 2022 director option grants vest solely based on continued service (return-on-capital metric was removed for directors in 2022 after shareholder feedback)
Outstanding stock options (as of December 31, 2024):
| Grant Date | Vesting (Dec 31 of years) | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| Feb 21, 2020 | 2022, 2023, 2024, 2025 | 614 | 206 | 4,037.77 | 02/20/30 |
| May 4, 2022 | 2024, 2025, 2026, 2027 | 143 | 431 | 4,475.53 | 05/03/32 |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Compensation Committee interlocks (NVR, 2024) | None; no interlocks with other companies under Item 407(e)(4) |
| Related person transactions | None disclosed for 2024 under Item 404(a) |
Expertise & Qualifications
- Audit committee financial expert as defined by Item 407(d)(5) of Regulation S-K
- Executive leadership and CFO experience across multiple industrial companies (LP, Ferro, Timken)
- Public company board experience (L3Harris; previously Azek)
Equity Ownership
Beneficial ownership (as of March 5, 2025):
| Holder | Shares Owned | Vested Options Included (1) | % of Class |
|---|---|---|---|
| Sallie B. Bailey | 857 | 757 (included in “Number of Shares”) | <1% |
(1) Vested options are included in the “Number of Shares” per the proxy footnote.
Ownership alignment policies (directors):
- Stock ownership requirement: Directors must hold NVR common stock valued at 5x annual retainer ($375,000); compliance required within 3 years with interim thresholds at years 1 and 2; all directors are in compliance
- Insider trading policy: Prohibits pledging, hedging (e.g., covered calls, collars, derivatives), and short sales by directors and executive officers; robust pre-clearance required for trades during open windows
Governance Assessment
- Board effectiveness: Strong attendance (100%), robust Audit Committee oversight including cybersecurity and internal controls, and designation as financial expert support high governance quality and investor confidence.
- Independence and conflicts: Bailey is independent; no related-person transactions in 2024; company policies mandate Board review of any related-person transactions—no red flags observed.
- Director compensation mix: Cash retainer modest ($83k total fees); equity is periodic and long-dated options aligned with TSR; no director equity grants in 2023–2024, reducing optics of pay inflation; director comp targeted ~75th percentile with heavier long-term equity weighting.
- Ownership alignment: Rigorous director ownership requirements ($375k) and bans on pledging/hedging strengthen alignment and reduce risk.
- Shareholder sentiment: Executive say-on-pay approval of 95% in 2024 signals broad alignment of pay practices with performance and governance expectations (context for overall governance environment).
RED FLAGS: None disclosed related to attendance, related-party transactions, hedging/pledging, or discretionary director pay; equity award structure and compliance policies appear shareholder-friendly.