W. Grady Rosier
NVRAbout W. Grady Rosier
Independent director of NVR since December 1, 2008; age 76; former President and CEO of McLane Company, Inc. (1995–August 2020), with prior senior roles at McLane. The Board cites his executive leadership and public company board experience as core credentials; within the last five years he served on the board of NuStar Energy L.P. . The Board has affirmatively determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McLane Company, Inc. | President & CEO | 1995 – Aug 2020 | Led large-scale supply chain services; longstanding operating leadership |
| McLane Company, Inc. | Senior management roles | Pre-1995 | Built logistics/operations expertise |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| NuStar Energy L.P. | Director | Within last five years (prior) | Public company board experience; not currently listed as serving on other public boards |
| Other public boards (current) | — | — | None listed for Rosier in current slate |
Board Governance
- Committee assignments (2024): Compensation Committee member; Executive Committee member. Committee meeting counts in 2024: Compensation (3); Executive (0) .
- Independence and attendance: Independent director; Board requires in-person attendance. All directors attended 100% of Board and applicable committee meetings in 2024; Board met five times in 2024 .
- Lead Independent Director: Role rotates annually among Audit, Compensation, and Nominating Committee chairs; in 2024 the lead independent director was Alfred E. Festa (Nominating Chair); Chair of Audit expected to serve after the 2025 meeting .
- Interlocks: Compensation Committee members in 2024 included Ms. Ross and Messrs. Eckert, Preiser and Rosier; no compensation committee interlocks with other companies per Item 407(e)(4) .
- Related-party transactions: The company’s policy requires independent review and approval; no related person transactions in 2024 under Item 404(a) .
- Shareholder rights and governance practices: Majority voting for directors; proxy access; special meeting right at 25% ownership; robust director and executive stock ownership requirements; prohibitions on short sales, hedging, or pledging by directors and NEOs .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $75,000 | Standard for non-employee directors |
| Annual Committee Retainer (cash) | $8,000 | Applies to Audit/Comp/Nominating; Executive Committee excluded |
| Chair fees (if applicable) | — | Audit $20,000; Compensation $15,000; Nominating $15,000 (Rosier not a chair) |
| Total Fees Earned (Rosier, 2024) | $83,000 | Sum of board retainer + one committee retainer |
Director stock ownership guidelines: Directors must hold NVR stock with fair market value equal to five times the $75,000 retainer ($375,000) within three years; all directors are in compliance .
Performance Compensation
No director equity grants were made in 2024. Director equity consists of stock options that vest ratably based on continued service; highlighted outstanding awards for Rosier are below .
| Grant Date | Vesting (ratable on each Dec 31) | Exercisable (shares) | Unexercisable (shares) | Exercise Price | Expiration |
|---|---|---|---|---|---|
| 05/10/2018 | 2020, 2021, 2022, 2023 | 1,000 | — | $3,022.99 | 05/09/2028 |
| 05/04/2022 | 2024, 2025, 2026, 2027 | 143 | 431 | $4,475.53 | 05/03/2032 |
Company-wide compensation policies prohibit stock option repricing and require options to be granted at fair market value; hedging/pledging by directors is prohibited .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Overlap/Interlocks |
|---|---|---|---|
| NuStar Energy L.P. | Director (prior) | Not disclosed | Not currently interlocked; NVR disclosed no compensation committee interlocks in 2024 |
| Other current public boards | — | — | None listed for Rosier in current slate |
Expertise & Qualifications
- Executive leadership and public company board experience; Board cites these as qualifications for Rosier .
- Deep supply chain/logistics background from McLane leadership tenure, relevant to operational oversight in a complex, multi-market homebuilder .
Equity Ownership
| Metric | As of Nov 25, 2024 | As of Mar 5, 2025 |
|---|---|---|
| Beneficially owned shares (Direct) | 1,592 (after 109-share gift filed 11/26/2024) | 2,735; less than 1% of class; includes vested options under equity plans |
| Vested options included in “Number of Shares” | — | 1,143 |
| Shares outstanding (for % context) | — | 2,969,005 |
| Pledging/Hedging | Prohibited for directors | Prohibited for directors |
| Director ownership guideline | $375,000 FMV (5× $75k retainer) | All directors in compliance |
Note: On May 8, 2024 Rosier sold 600 shares; Form 4 reported 1,701 shares owned following that sale, prior to the November gift .
Insider Trades
| Date | Type | Shares | Price | Proceeds | Shares After |
|---|---|---|---|---|---|
| May 8, 2024 | Sale | 600 | $7,665.63 | $4,599,378 | 1,701 |
| Nov 25, 2024 | Gift | 109 | $0.00 | — | 1,592 |
Company policy requires robust pre-clearance for director trades and prohibits short sales, hedging, or pledging .
Governance Assessment
- Independence and attendance: Rosier is independent with 100% attendance at Board and applicable committees in 2024; supports board effectiveness and investor confidence .
- Committee engagement: Active on Compensation Committee (3 meetings in 2024) and serves on the Executive Committee (no meetings in 2024), positioning him in key pay/governance processes; no interlocks reported .
- Ownership alignment: Holds NVR equity and director options; subject to and in compliance with stringent director ownership guidelines; company prohibits hedging/pledging, enhancing alignment and risk controls .
- Compensation mix: Modest fixed director cash retainer with long-dated option exposure; no director equity grants in 2024, and outstanding options vest over multiple years, promoting long-term alignment .
- Conflicts and related-party exposure: No related-party transactions disclosed in 2024; prior NuStar directorship is not adjacent to NVR’s core operations, reducing conflict risk .
RED FLAGS
- None disclosed: No related-party transactions, no hedging/pledging, and full attendance. One sizeable open-market sale in May 2024 is disclosed and consistent with trading policy; no further adverse governance signals are indicated by filings .