Susan Williamson Ross
NVRAbout Susan Williamson Ross
Independent director since July 28, 2016, age 63, and currently Chair of NVR’s Compensation Committee and a member of the Nominating Committee. Background: President of the privately‑held majority investor in Clark Construction Group, Shirley Contracting and related construction/real estate businesses since January 2016; became President & CEO in December 2020; previously Chief Administrative Officer (2004–2020) and Executive Vice President (since 2008) at Clark Construction Group. The Board deems her independent and highlights her executive leadership and construction/real estate development expertise; she served as the Board’s independent lead director during 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Privately-held majority investor in Clark Construction Group, Shirley Contracting and several construction/real estate businesses | President | Jan 2016–Dec 2020 | Oversight of portfolio of construction/development interests |
| Same entity | President & CEO | Dec 2020–present | Executive leadership across construction/real estate holdings |
| Clark Construction Group | Chief Administrative Officer | Jul 2004–2020 | Enterprise administration and governance |
| Clark Construction Group | Executive Vice President | Jan 2008–present | Senior operating leadership |
| Clark Construction Group | Various positions | Dec 1986–present | Long-tenured construction/real estate operating experience |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | — | — | No other public company directorships disclosed |
| Privately-held majority investor (Clark-related) | President; President & CEO | 2016–present | Controls interests in Clark Construction Group, Shirley Contracting, and other construction/real estate businesses |
Board Governance
- Independence: Board affirmatively determined all directors other than the Executive Chairman are independent; Ross is independent.
- Lead Independent Director: Ross served as independent lead director through the 2024 Annual Meeting; role rotates annually among committee chairs; in 2025, lead director is Alfred E. Festa (Nominating Chair).
- Attendance: Board met five times in 2023 and five times in 2024; each director attended 100% of Board and applicable Committee meetings; independent directors held two executive sessions each year.
- Committee assignments and cadence:
| Year | Audit | Compensation | Nominating | Executive | Board Meetings | Compensation Mtgs | Nominating Mtgs |
|---|---|---|---|---|---|---|---|
| 2023 | — | Chair | Member | — | 5 | 2 | 5 |
| 2024 | — | Chair | Member | — | 5 | 3 | 5 |
- Related-party transactions: Policy requires disinterested independent Board approval; none reportable in 2023–2024.
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual Board Retainer ($) | $75,000 | $75,000 |
| Annual Committee Retainer ($) | $8,000 | $8,000 |
| Compensation Committee Chair Fee ($) | $15,000 | $15,000 |
| Nominating Committee Membership Retainer ($) | $8,000 | $8,000 |
| Total Cash Fees for Ross ($) | $106,000 | $106,000 |
| Equity Grants to Directors in Year | None | None |
Notes: Director compensation combines cash plus periodic stock options; no director equity awards were made in 2023 or 2024.
Performance Compensation
- Outstanding NVR director stock options (Ross):
| Grant | Exercise Price | Expiration | 12/31/2023 Exercisable (#) | 12/31/2023 Unexercisable (#) | 12/31/2024 Exercisable (#) | 12/31/2024 Unexercisable (#) |
|---|---|---|---|---|---|---|
| 07/28/2016 | $1,700.00 | 07/27/2026 | 1,358 | — | 983 | — |
| 05/10/2018 | $3,022.99 | 05/09/2028 | 1,000 | — | 1,000 | — |
| 05/04/2022 | $4,475.53 | 05/03/2032 | — | 574 | 143 | 431 |
- Director equity program is time-based vesting; periodic grants, not annual; director stock ownership requirements apply (see below).
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Other public company directorships | None disclosed |
| Compensation Committee interlocks | None; no insider participation/interlocks in 2023–2024 |
Expertise & Qualifications
- Board cites Ross’s executive leadership and construction/real estate development experience as core credentials; also “public company board experience” via NVR service.
Equity Ownership
| Metric | As of Mar 5, 2024 | As of Mar 5, 2025 |
|---|---|---|
| Shares owned (#) | 2,499 | 2,512 |
| Vested options included in “Number of Shares” (#) | 2,108 | 2,126 |
| Percent of class | <1% | <1% |
| Director ownership guideline | 5× annual retainer = $375,000; all directors in compliance | |
| Hedging/pledging | Prohibited for directors; pre-clearance required for trades |
Governance Assessment
- Strengths: Independent status; 100% meeting attendance; served as independent lead director in 2024; currently Compensation Committee Chair and Nominating Committee member—roles central to pay governance, board refresh and ESG oversight.
- Alignment: Modest cash fees ($106k) with periodic option grants and robust director ownership requirements; company prohibits hedging/pledging and enforces trade pre-clearance—supports shareholder alignment.
- Conflicts: She leads a privately-held investor with construction/real estate interests (Clark/Shirley); NVR’s related-party policy requires independent Board approval and no related person transactions were disclosed in 2023–2024—mitigating conflict risk.
- Board effectiveness signals: Rotating lead independent director enhances oversight; active committee work (Compensation/Nominating) with consistent cadence; independent executive sessions.
- RED FLAGS: None disclosed—no related-party transactions, no hedging/pledging, no attendance issues.
Overall, Ross brings deep operating experience in construction/real estate and has demonstrated active governance engagement (lead director, Compensation Chair), with policies and disclosures indicating prudent conflict oversight and strong alignment with investors.