Todd N. Sheldon
PULTEGROUP INC/MI/About Todd N. Sheldon
Executive Vice President, General Counsel and Corporate Secretary at PulteGroup (appointed March 2017), age 57, and an executive officer since 2017, with prior GC roles at Americold Realty Trust and SuperValu . Company performance under his tenure includes record 2024 home sale revenues of $17.0B, diluted EPS of $14.69, and ROE of 27.5% ; five-year TSR grew from 100 to 296.48 (Dec 31, 2019–Dec 31, 2024), outperforming broader indices .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Americold Realty Trust | EVP, General Counsel and Secretary | 2013–2017 | Public REIT in temperature-controlled storage; senior legal and corporate secretary responsibilities |
| SuperValu | Various legal roles; most recently EVP, General Counsel and Secretary | 2008–2013 | Senior legal leadership at a large public company |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 550,000 | 550,000 | 550,000 |
| All Other Compensation ($) | 19,556 | 29,556 | 25,960 |
Notes:
- 2024 “All Other Compensation” includes financial planning reimbursement, life insurance premiums, executive physical (attributed $4,000), 401(k) match of $13,800; total equals $25,960 .
Performance Compensation
Annual Incentive Program (AIP) – Plan Design and Results (Company-wide 2024)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted Pre-Tax Income ($000s) | 50% | 2,643,449 | 3,304,311 | 3,965,173 | 4,260,858 | 200% |
| Operating Margin (%) | 50% | 16.7% | 19.7% | 22.7% | 22.8% | 200% |
| Total | 200% of target |
AIP – Todd N. Sheldon (2024)
| Base Salary | Target as % of Salary | Threshold ($) | Target ($) | Max ($) | Actual Payout ($) |
|---|---|---|---|---|---|
| 550,000 | 45.5% | 62,500 | 250,000 | 500,000 | 500,000 |
Pre-Tax Income Profit Participation Program (PTI-PPP) – Todd N. Sheldon (2024)
| Target Payout % of Adjusted PTI | 2024 Adjusted PTI ($000s) | Relative Modifier | Actual Payout ($) |
|---|---|---|---|
| 0.0136% | 4,260,858 | 113.7% (peer rank 4th) | 659,765 |
Long-Term Incentives (LTI)
- Structure: 2024 awards = 60% PSUs, 40% RSUs; PSU metrics (equal-weighted) are relative TSR, relative ROE, and relative operating margin vs a homebuilder peer set (DHI, KBH, LEN, MTH, MHO, NVR, TMHC, TOL, TPH) .
- 2022–2024 PSU outcome: 189.5% of target for NEOs employed during that cycle (includes Sheldon) .
| Grant Date | Award Type | Shares (Target) | Grant-Date Fair Value ($) |
|---|---|---|---|
| 1/31/2024 | PSUs (2024–2026 cycle) | 7,075 | 781,472 |
| 1/31/2024 | RSUs (service-based) | 4,717 | 500,049 |
| 2024 Stock Awards (SCT total) | PSU+RSU | — | 1,281,521 |
Multi-Year Compensation (Summary Compensation Table)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 550,000 | 1,301,300 | 1,281,010 | 19,556 | 3,151,866 |
| 2023 | 550,000 | 963,264 | 1,122,280 | 29,556 | 2,665,100 |
| 2024 | 550,000 | 1,281,521 | 1,159,765 | 25,960 | 3,017,246 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Unvested RSUs (12/31/2024) | 30,236 shares; market value $3,292,700 at $108.90 |
| Unearned PSUs outstanding (max, 12/31/2024) | 29,842 shares; market value $3,249,794 at $108.90 |
| Options outstanding | None |
| Hedging/Pledging | Prohibited for directors and officers |
| Ownership Guidelines | NEOs must hold ≥3x base salary; as of record date, all continuing NEOs have met or are within the 5-year period to meet guidelines |
Vesting schedule (RSUs specific to Sheldon):
| Vest Date | Shares |
|---|---|
| Feb 1, 2025 | 9,101 (vested) |
| Feb 2, 2025 | 8,361 (vested) |
| Jan 31, 2026 | 211 (scheduled) |
| Feb 1, 2026 | 7,846 (scheduled) |
| Jan 31, 2027 | 4,717 (scheduled) |
Employment Terms
- Executive Severance Policy: Provides severance ranging from 1.0x to 2.0x base salary depending on service and position; January 2024 amendment removed pro‑rated vesting of performance equity upon qualifying termination and added (post‑CIC and within 2 years) cash equal to 1/12 of target bonus times the severance multiple .
- Retirement Policy (amended Jan 2024): For qualifying retirements after 1/31/2024 grants, 100% of RSUs continue vesting on original schedule; PSUs vest based on actual performance with no pro‑ration, except same‑year grants are forfeited .
- Change-in-Control practices: No single-trigger equity vesting; no CIC tax gross-ups for NEOs; plan prohibits option repricing and discounted option grants .
- Clawbacks: Dodd‑Frank compliant clawback for restatements plus additional policy enabling recovery for “detrimental conduct” within 36 months .
- Historical illustration (as of 12/31/2021): Involuntary termination without cause or for good reason estimated benefits for Sheldon: Cash severance $825,000; Annual incentive $581,895; Acceleration of LTI $1,710,113; Continued benefits $22,393; Total $5,270,008 (share price $57.16 assumption) .
Compensation Structure Analysis
- Increased performance leverage in LTI: PSU weight raised to 60% in 2024 (from 50%), with all PSU metrics measured relative to peers (TSR, ROE, operating margin) .
- Annual incentives (AIP) focused on profitability: Adjusted pre‑tax income and operating margin (50%/50% weights) both maxed at 200% in 2024, yielding 200% payout .
- New PTI-PPP replaced volatile growth pool: Payouts tied to absolute adjusted PTI versus target, modified by relative PTI growth vs peers; Sheldon’s 2024 payout $659,765 (113.7% modifier) .
- Governance protections: No CIC tax gross-ups; no single-trigger; anti-hedging/pledging; robust clawbacks; no fixed-term employment agreements .
Compensation Peer Group (also used for performance benchmarking)
- D.R. Horton; Lennar; NVR; KB Home; Taylor Morrison; Toll Brothers; Meritage Homes; M/I Homes; Tri Pointe Homes .
Say-on-Pay & Shareholder Feedback
- 2024 say‑on‑pay support: ~92% approval; five-year average ~92% support; 2024 program changes included higher PSU weighting and relative modifiers to enhance pay-for-performance .
Performance & Track Record (Company context)
| Measure | 2024 Outcome |
|---|---|
| Home sale revenues | $17.0B (record) |
| Diluted EPS | $14.69 (record) |
| ROE | 27.5% |
| Closings | 31,219 homes |
| Gross margin | 28.9% |
| Cash from operations | $1.7B |
| Shareholder returns | 5-year TSR to 296.48 vs S&P 500 197.02; Home Construction Index 244.95 |
Investment Implications
- Alignment: High variable pay mix and fully relative PSU metrics create strong linkage to shareholder value; anti-hedging/pledging and 3x salary ownership guideline support alignment .
- Retention and supply/demand for shares: Significant RSU vesting in 2026–2027 (and vesting completed in early 2025) may create episodic selling pressure; no stock options outstanding reduces risk of option-driven supply .
- Incentive levers: Annual cash outcomes are highly sensitive to adjusted pre‑tax income and relative peer performance through the PTI-PPP, while PSU outcomes hinge on relative TSR/ROE/margin—favorable if PHM continues to outperform peers across cycles .