David Merritt
Taylor Morrison HomeAbout David C. Merritt
David C. Merritt, age 70, has served as an independent director of Taylor Morrison Home Corporation since June 2013, bringing deep audit, accounting, and corporate finance expertise from senior roles at KPMG and board service at major public companies. He holds a B.S. in Business and Accounting from California State University—Northridge and is currently the Audit Committee Chair of Charter Communications, Inc.; he previously served on Calpine Corporation’s board . Merritt is affirmed independent under NYSE rules, serves as TMHC’s Audit Committee Chair and on the Nominating & Governance Committee, and is designated an “audit committee financial expert” by the Board . His TMHC board tenure is 12 years with strong engagement metrics—no director fell below 75% attendance in 2024, with the board meeting six times and his Audit Committee nine times .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG | Audit and Consulting Partner; National Partner in Charge, Media & Entertainment Practice | 1975–1999 | Led audit/consulting engagements; national practice leadership (financial reporting, governance) |
| BC Partners, Inc. | President | Mar 2009–Dec 2013 | Financial advisory leadership; corporate finance expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Charter Communications, Inc. | Director; Audit Committee Chair | Current | Chairs audit; oversight of financial reporting, controls, risk |
| Calpine Corporation | Director (prior) | Prior service (dates not specified) | Board oversight (prior) |
Board Governance
- Independence: The Board has affirmatively determined Merritt is independent under NYSE rules; all standing committees are fully independent .
- Committee assignments: Audit Committee Chair; Nominating & Governance Committee member .
- Attendance and engagement: In 2024, the Board met six times; the Audit Committee met nine times; no incumbent director attended fewer than 75% of aggregate Board and committee meetings, indicating high engagement .
- Financial expertise: The Board determined all audit committee members, including Merritt, have financial literacy and qualify as “audit committee financial experts” under SEC rules .
- Governance structure: TMHC maintains an independent Lead Director (Peter Lane) with routine executive sessions of independent directors and a majority voting standard for directors .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Non-employee director base retainer |
| Audit Committee Chair fee | $40,000 | Paid to the audit chair |
| Nominating & Governance Committee member fee | $10,000 | Committee membership fee |
| Total cash fees (2024) | $135,000 | Retainer table shows $85k + $40k + $10k = $135k |
| Equity grant (2024) | $174,998 | 3,075 DSUs at $56.91 closing price on 5/23/2024 |
| Vesting | Time-based | Annual RSU/DSU vests in full on earlier of first anniversary or next annual meeting |
2024 totals: Fees earned $135,000; stock awards $174,998; total $309,998 .
Performance Compensation
- Directors’ equity awards are time-based RSUs or DSUs (no performance metrics); annual grant fair value was $175,000 in 2024, with Merritt electing DSUs that vest on the earlier of the first anniversary or the next annual meeting .
- No director options or performance-vesting awards disclosed for non-employee directors in 2024 .
Other Directorships & Interlocks
| Company | Relationship to TMHC | Potential Interlock Risk | Notes |
|---|---|---|---|
| Charter Communications, Inc. | No disclosed commercial relationship | Monitor time commitment (audit chair at Charter plus TMHC audit chair) | Current director; Audit Committee Chair |
| Calpine Corporation (prior) | No current relationship | None disclosed | Prior board service |
TMHC’s Compensation Committee interlocks: none; no insider participation or related-party relationships requiring disclosure for committee members in 2024 .
Expertise & Qualifications
| Skill Area | Evidence |
|---|---|
| Finance/Accounting; Audit Leadership | Former KPMG partner; TMHC Audit Chair; designated audit committee financial expert |
| Risk Management & Governance | Audit oversight; ERM oversight via audit committee; governance experience |
| Public Company Board Experience | Charter Communications (current); Calpine (prior) |
| Human Capital/Leadership | Senior leadership roles; board governance |
Equity Ownership
| Metric | Value | Detail |
|---|---|---|
| Beneficial ownership (shares) | 59,202 | Less than 1% of outstanding shares |
| Ownership components | DSUs | DSUs beneficially owned: 59,202 |
| Unvested DSUs (as of 12/31/2024) | 3,075 | Scheduled to vest May 22, 2025 |
| Director stock ownership guideline | 5× annual base cash retainer | $425,000 guideline based on $85,000 retainer |
| Compliance with guideline | Company indicates all non-employee directors met or are on track | Guideline achievement tracked over 5 years |
| Hedging/short sales | Prohibited under TMHC policy | Includes margin purchases, calls, shorts |
| Pledging | Not specifically disclosed | No pledging disclosure in proxy |
Governance Assessment
- Strengths:
- Independence, financial literacy, and audit committee financial expert status support robust oversight of financial reporting, internal controls, and ERM, with Merritt chairing TMHC’s Audit Committee and serving on Nominating & Governance .
- High engagement with no attendance shortfalls in 2024; committee activity (Audit met nine times) indicates active oversight during a period of significant financial performance and strategic initiatives .
- Ownership alignment via annual DSU grants and a stringent director stock retention policy (5× retainer), with anti-hedging prohibitions enhancing alignment .
- Watch items:
- Time commitment: concurrent Audit Chair roles at both TMHC and Charter warrant monitoring for over-boarding/time constraints, though TMHC maintains an over-boarding policy and majority of directors are independent .
- Age vs. mandatory retirement: at 70, Merritt approaches TMHC’s director mandatory retirement age of 72; succession planning should be considered for audit leadership continuity .
- Conflicts/related party:
- No related-party transactions involving directors were disclosed; Audit Committee reviews related person transactions per policy .
- Shareholder signals:
- TMHC’s 2024 say-on-pay support of 96% reflects generally favorable investor sentiment toward compensation and governance practices (contextual signal, though not director-specific) .
Overall, Merritt’s audit leadership, independence, and ownership alignment contribute positively to board effectiveness and investor confidence; monitoring bandwidth across dual audit chair roles and board succession due to mandatory retirement policy is prudent .