Thomas J. Folliard
PULTEGROUP INC/MI/About Thomas J. Folliard
Thomas J. Folliard, age 60, has served on PulteGroup’s Board since 2012 and is currently the independent Non-Executive Chairman (appointed January 1, 2023). He is the former President and Chief Executive Officer of CarMax, Inc. (2006–2016) and continues as CarMax’s Non-Executive Chairman; he also serves as Trustee of Baron Investment Funds Trust and Baron Select Funds (since August 2017) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CarMax, Inc. | President & CEO; prior roles incl. EVP Store Operations, SVP Store Operations, VP Merchandising, Director of Purchasing, Senior Buyer | CEO 2006–2016; with CarMax since 1993 | Led large consumer-focused public company; deep operational and strategy experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CarMax, Inc. | Non-Executive Chairman | 2016–present | Continues board leadership at a major consumer retailer |
| Baron Investment Funds Trust | Trustee | 2017–present | Governance role at registered fund complex |
| Baron Select Funds | Trustee | 2017–present | Governance role at registered fund complex |
Board Governance
- Independent status: Board affirmatively determined Folliard is independent; considered a related-party employment relationship (son-in-law) and found it immaterial for independence .
- Board leadership: As Non-Executive Chairman, Folliard convenes and chairs executive sessions of independent directors; coordinates agendas with the CEO; serves as designated spokesperson for the Board; available to major shareholders .
- Committees: Not a member of standing committees; serves solely as Non-Executive Chairman (Audit, Compensation & Management Development, Nominating & Governance, Finance & Investment committees staffed by other independent directors) .
- Attendance and engagement: Board held six meetings in 2024; each director attended at least 90% of Board and applicable committee meetings; all directors attended the last annual meeting; Folliard presided over regular executive sessions since January 1, 2023 and will continue if re-elected .
- Governance policies: Prohibition on hedging and monetization transactions for employees and directors; strong share ownership guidelines; each committee comprised solely of independent directors; right for shareholders with ≥20% to call special meetings .
Fixed Compensation
| Component (FY2024) | Amount | Details |
|---|---|---|
| Annual Board cash retainer | $95,000 | Standard non-employee director cash retainer |
| Non-Executive Chairman cash retainer | $75,000 | Additional retainer for Board Chair role |
| Fees earned or paid in cash (total) | $170,000 | Folliard’s FY2024 cash fees |
| Annual equity retainer fair value | $180,075 | 1,528 shares granted May 6, 2024, valued at $180,000 by grant-date price methodology (ASC 718); reported value $180,075 |
| Nonqualified deferred comp earnings | $— | No reported earnings for 2024 |
| Total director compensation | $350,075 | Cash + equity reported total for Folliard |
| Director deferred compensation program | Policy terms | Directors may defer cash and equity up to 8 years; deferred cash credited at 5-year U.S. Treasury + 2%; payments can be lump sum or installments; deferred equity settled in common shares per IRC 409A |
Performance Compensation
| Area | FY2024 Disclosure |
|---|---|
| Director performance-based metrics | None disclosed for non-employee directors; compensation consists of cash retainers and time-based equity retainer (no PSUs/options for directors) |
Other Directorships & Interlocks
| Company | Role | Sector Relationship to PHM |
|---|---|---|
| CarMax, Inc. | Non-Executive Chairman | Consumer retail; no disclosed supplier/customer interlock with homebuilding operations |
| Baron Investment Funds Trust | Trustee | Asset management oversight; no disclosed operational interlock |
| Baron Select Funds | Trustee | Asset management oversight; no disclosed operational interlock |
Expertise & Qualifications
- Brings extensive public company leadership and operational strategy experience from CarMax; adds a consumer markets perspective valuable to homebuilding demand insights and execution .
- As Non-Executive Chairman, provides independent leadership, shareholder engagement, and Board process discipline, including executive sessions of independent directors .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 73,621 shares | Includes 28,391 deferred share units distributable no later than 60 days post Board departure |
| Deferred share units (DSUs) | 28,391 units | From director deferred plan; fully vested DSUs |
| Ownership as % of shares outstanding | <1% | As reported in beneficial ownership table |
| Stock ownership guidelines | 5× annual cash retainer within 5 years | Continuing non-employee directors have met or are expected to meet guidelines |
| Hedging/pledging | Prohibited | Policy prohibits hedging and monetization transactions by directors; governance highlights prohibit hedging/pledging |
Governance Assessment
- Positives:
- Strong independent Board leadership by Folliard as Non-Executive Chairman; robust duties and shareholder engagement mandate .
- High attendance and regular executive sessions; supports effective oversight and board independence .
- Clear director ownership expectations (5× retainer) and compliance; alignment via equity retainer and DSUs .
- Prohibition on hedging/monetization; committee independence across Audit/Comp/NomGov; shareholder rights framework .
- Potential conflicts and mitigants:
- Related-party employment: Son-in-law (Quinten Payne) employed by PHM with FY2024 comp < $200,000 and similar to peers; Board reviewed and deemed immaterial for Folliard’s independence; overseen under Related Party Transaction Policies .
- Compensation structure signals:
- Director program unchanged for 2024; balanced cash retainer plus time-based equity retainer; ability to defer compensation with defined interest crediting; no performance-based director pay—which is standard for governance independence .
Overall, Folliard’s independent Chair role, attendance record, and alignment via equity retainer and ownership guidelines support board effectiveness; the disclosed related-party employment is monitored and deemed immaterial, reducing conflict concerns .