André J. Hawaux
PULTEGROUP INC/MI/About André J. Hawaux
Independent director since 2013 (age 64), André J. Hawaux is Audit Committee Chair and a member of the Nominating & Governance Committee at PulteGroup (PHM). He is an SEC-defined audit committee financial expert with senior operating and financial leadership experience, including EVP/CFO and COO roles at Dick’s Sporting Goods, and prior CFO/general management roles at ConAgra (now Conagra Brands) and Pepsi entities, bringing deep financial reporting, risk management, and strategic operations expertise to PHM’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dick’s Sporting Goods, Inc. | EVP Finance Administration & CFO; later EVP & COO | 2013–2017 | Led finance and operations in consumer retail; extensive financial reporting and operational strategy experience . |
| ConAgra Foods, Inc. (now Conagra Brands) | EVP & CFO; President, Consumer Foods | 2006–2013 (CFO 2006–2009; President 2009–2013) | Oversaw finance and major consumer foods division performance and risk controls . |
| PepsiAmericas; Pepsi-Cola North America; Pepsi International (China BU) | General Manager; CFO roles | Prior to 2006 | Broad multinational finance and general management credentials . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lamb Weston Holdings, Inc. | Director; Chair of Audit and Finance Committees | 2017–present | Leads financial oversight and capital policies for a public company; strong governance signal . |
| Tractor Supply Company | Director; Audit and Nominating & Governance Committees | 2022–present | Contributes to financial, risk, and board composition oversight at a large retailer . |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating & Governance Committee member (added in May 2024 refresh) .
- Independence: Board affirmatively determined Hawaux is independent under NYSE and company standards .
- Attendance: Board held 6 meetings in 2024; all directors attended ≥90% of board and committee meetings; Audit Committee met 8 times in 2024 .
- Executive sessions: Regular executive sessions of non-management directors; Non-Executive Chairman Thomas Folliard presides .
- Audit oversight: Hawaux is an audit committee financial expert; Audit Committee (chaired by Hawaux) recommended inclusion of audited financials and confirmed EY independence for FY2024 .
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual Board cash retainer | $95,000 | Standard non-employee director cash retainer . |
| Audit Committee Chair retainer | $30,000 | Chair premium for Audit Committee . |
| Total cash fees (2024) | $125,000 | Sum of retainer + chair fee . |
| Annual equity retainer | $180,075 | 1,528 common shares granted May 6, 2024 (value based on average of high/low) . |
| Total (2024) | $305,075 | Fees + equity . |
Year-over-year:
| Year | Fees Earned or Paid in Cash | Share Awards | Total |
|---|---|---|---|
| 2023 | $125,000 | $180,006 | $305,006 |
| 2024 | $125,000 | $180,075 | $305,075 |
Program notes:
- No meeting fees; chair retainers only for committee chairs; non-executive chair has separate retainer (not applicable to Hawaux) .
- Directors may defer cash/equity; deferred cash accrues interest at five-year U.S. Treasury + 2%; distribution options per plan; equity ownership guideline: ≥5× annual cash retainer, to be met within 5 years of election; all continuing directors meet/are on track .
Performance Compensation
| Element | Structure | Metrics | Vesting/Settlement |
|---|---|---|---|
| Annual equity retainer (director) | Common shares | None (fixed retainer; not performance-based) | Granted annually; some directors elect deferral into fully vested share units; Hawaux had no deferred units outstanding as of 12/31/2024 . |
Note: PHM does not tie non-employee director compensation to operational or TSR metrics; director equity is retainer-based, supporting alignment via ownership rather than short-term targets .
Other Directorships & Interlocks
| Company | Sector Relationship to PHM | Potential Interlock/Conflict |
|---|---|---|
| Lamb Weston (LW) | Food processing; not customer/supplier/competitor to homebuilding | No direct business interlock disclosed; independence maintained . |
| Tractor Supply (TSCO) | Specialty retail; not a direct supplier to PHM per proxy | No related-party transactions disclosed; independence affirmed . |
Expertise & Qualifications
- SEC “audit committee financial expert” designation; extensive financial reporting and risk assessment background .
- Senior operating experience (COO) in consumer markets; strategic operations and business planning credentials .
- Governance breadth across multiple public boards and committees (audit, finance, nom/gov) .
Equity Ownership
| Holder | Shares Beneficially Owned | Exercisable Options | % of Outstanding | Notes |
|---|---|---|---|---|
| André J. Hawaux | 71,987 | 0 | <1% (*) | All shares owned jointly with spouse . |
Director equity guidelines:
- Required ownership ≥5× cash retainer; all continuing directors have met or are expected to meet within the window .
- Company prohibits hedging and pledging by directors and employees; no pledges by Hawaux disclosed .
Governance Assessment
- Board effectiveness: As Audit Chair and audit financial expert, Hawaux strengthens oversight of financial reporting, internal controls, auditor independence, and enterprise/cyber risk reporting; Audit Committee activities and EY independence affirm robust governance .
- Independence and engagement: Independent status, multi-committee service, and ≥90% attendance support investor confidence in his oversight role .
- Alignment: Stable director pay mix (cash + equity), clear ownership guideline, and anti-hedging/pledging policies promote alignment with shareholders .
- Shareholder signals: Say-on-pay received ~92% approval at 2024 meeting, consistent with ~92% average five-year support—indicative of broad investor acceptance of compensation governance (while focused on executives, it reflects board oversight quality) .
- Conflicts/related-party: Proxy discloses no interested transactions involving Hawaux; related party monitoring is performed by Nominating & Governance Committee under formal policy .
RED FLAGS: None specifically disclosed for Hawaux (no related-party transactions, no pledging/hedging, no attendance shortfall). Continued monitoring of external time commitments and any evolving interlocks is prudent, but current disclosures indicate compliance with PHM’s board time limits and independence standards .