Bryce Blair
PULTEGROUP INC/MI/About Bryce Blair
Bryce Blair (age 66) has served on PulteGroup’s Board since 2011. He is an independent director and currently chairs the Nominating and Governance Committee while also serving on the Finance and Investment Committee. Blair is the former Chairman and CEO of AvalonBay Communities, Inc., with deep expertise in real estate development, public company leadership, and governance. He also manages private real estate investments via Harborview Associates, LLC and sits on advisory boards focused on real estate technology and education.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AvalonBay Communities, Inc. | CEO | 2001–2011 | Oversaw operations and financial reporting; prior roles: President (2000–2005), COO (1999–2001) |
| AvalonBay Communities, Inc. | Chairman of the Board | c. >10 years including/overlapping CEO period | Public REIT leadership; governance |
| National Association of Real Estate Investment Trusts (Nareit) | Chairman; Executive Committee & Board of Governors | Prior years (not specified) | Industry leadership; governance credibility |
| Urban Land Institute | Past Multifamily Council Chair; past Trustee | Prior years (not specified) | Multifamily expertise; policy influence |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Regency Centers Corp. | Director | 2014–present | Current public company board role |
| Invitation Homes Inc. | Director; Non-Executive Chairman | 2017–2021 | Single-family rental REIT; board leadership |
| AvalonBay Communities, Inc. | Director | 2002–2013 | Multifamily REIT |
| Navitas Capital | Advisory Board Member | Current | VC focused on real estate tech |
| Boston College Center for Real Estate and Urban Action | Advisory Board Member | Current | Academic advisory role |
| Harborview Associates, LLC | Manager | Current | Manages investments in real estate properties |
Board Governance
- Committee assignments: Chair, Nominating & Governance; Member, Finance & Investment .
- Independence: Board affirmatively determined Blair is independent under NYSE standards and company guidelines .
- Attendance: Board met six times in 2024; all directors attended at least 90% of Board and committee meetings during their service period .
- Committee activity: Nominating & Governance met seven times in 2024 and oversees board refreshment, director selection criteria, ESG/sustainability oversight, board/committee self-assessments, and enterprise risk monitoring; Finance & Investment met six times reviewing strategy, budgets, capital commitments, land transactions, cash/funding plans .
- Executive sessions: Regular executive sessions of non-management directors; chaired by the Non-Executive Chairman (Thomas Folliard) since 2023 .
- Anti-hedging/pledging: Company policy prohibits hedging and pledging of Company securities by directors and employees, strengthening alignment .
Fixed Compensation
| Component (Non-Employee Directors) | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $95,000 | Standard cash fee |
| Committee Chair retainer – Nom & Gov | $25,000 | Blair is Chair; Audit Chair retainer is $30,000; other chairs $25,000 |
| Non-Executive Chairman retainer | $75,000 | Not applicable to Blair (applies to Folliard) |
| Annual equity retainer | $180,000 | Granted as common shares; 1,528 shares on May 6, 2024 valued at $180,075 |
| 2024 cash fees earned – Blair | $120,000 | Sum of board retainer and chair retainer |
| 2024 equity awards – Blair | $180,075 | Grant date fair value (FASB ASC 718) |
| 2024 total – Blair | $300,075 | Cash + equity |
Additional program features: Directors may defer cash and/or equity; deferred cash credited at five-year U.S. Treasury rate +2%; deferral up to eight years with lump sum or installments; several directors elected equity deferrals in 2024, but Blair had no deferred share units outstanding as of year-end .
Performance Compensation
Directors do not receive performance-based incentives; equity is delivered as annual common share grants (not PSUs/options). For context on Board oversight of incentive design, PHM’s executive pay programs (which Blair oversees through governance and director compensation review) used the following 2024 metrics and outcomes:
| Metric | Weight | Threshold | Target | Maximum | 2024 Result | Payout |
|---|---|---|---|---|---|---|
| Adjusted Pre-Tax Income ($000s) | 50% | 2,643,449 | 3,304,311 | 3,965,173 | 4,260,858 | 200% of target |
| Operating Margin (%) | 50% | 16.7% | 19.7% | 22.7% | 22.8% | 200% of target |
Committee independence and consultant oversight: Compensation Committee (independent directors) engages Semler Brossy as independent consultant; concluded consultant is independent and conflict-free .
Other Directorships & Interlocks
| Company | Sector | Relationship to PHM | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Regency Centers Corp. | Retail REIT | No disclosed transactions with PHM | No related-party exposure disclosed; independent status affirmed |
| Invitation Homes Inc. | SFR Rental REIT | Operates in single-family market | Past board service; no PHM related-party transactions disclosed |
| AvalonBay Communities, Inc. | Multifamily REIT | Multifamily vs. PHM single-family | Historical roles; no PHM related-party transactions disclosed |
Related-party transactions: PHM disclosed interested transactions for other individuals; none disclosed for Bryce Blair .
Expertise & Qualifications
- Public company leadership and REIT operations (former Chairman/CEO, AvalonBay) .
- Real estate investment and development through Harborview Associates .
- Governance leadership (Nareit Chairman; ULI multifamily chair/trustee) .
- Advisory roles in proptech and academia (Navitas Capital; Boston College Center for Real Estate) .
- Board-level competencies emphasized by PHM include corporate governance, strategic risk management, and real estate/housing experience; Blair is included among nominees with these competencies .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Bryce Blair | 140,163 | <1% | Includes 131,032 shares in a trust for which Blair is sole trustee/beneficiary; 9,130 shares owned by a charitable foundation he controls |
| Deferred share units (director plan) | — | — | Blair held no deferred share units as of year-end |
Ownership alignment and guidelines:
- Director ownership guideline: ≥5x annual cash retainer; compliance required within five years; all continuing non-employee directors have met or are expected to meet guidelines .
- Anti-hedging and anti-pledging policies apply to directors .
Governance Assessment
- Committee leadership: As Nominating & Governance Chair, Blair leads director/board assessments (every other year individual assessments; annual board/committee self-assessments) and oversees ESG/sustainability policies and enterprise risk oversight, supporting board effectiveness and refreshment .
- Independence and engagement: Independent status affirmed; ≥90% attendance; active committee cadence (Nom/Gov 7 meetings; Finance 6) indicate strong engagement .
- Compensation governance: Director pay structure is balanced cash/equity with meaningful ownership guidelines; no options or performance pay; prohibitions on hedging/pledging enhance alignment .
- Shareholder signals: Say-on-pay approval ~92% in 2024 and five-year average ~92% reflect investor support for PHM’s compensation governance .
- Conflicts and related parties: No related-party transactions involving Blair disclosed; policy and committee oversight of related-party reviews in place .
RED FLAGS
- None identified for Blair: no related-party transactions disclosed; independence affirmed; strong attendance; anti-hedging/pledging policies in force .