Denise Warren
Taylor Morrison HomeAbout Denise F. Warren
Denise F. Warren (age 61) has served as an independent director of Taylor Morrison Home Corporation since July 2018. She is CEO of Netlyst, LLC (since June 2016) and previously held senior leadership roles at Tribune Publishing (President of Digital; CEO East Coast Publishing, EVP) and 26 years at The New York Times Company (EVP Digital Products & Services; GM NYTimes.com; SVP & Chief Advertising Officer). She holds a B.S. in Management from Tulane University and an MBA in Communications & Media Management from Fordham University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tribune Publishing Company | President of Digital; CEO East Coast Publishing; EVP | Jun 2015–Mar 2016 | Led digital strategy and East Coast operations |
| The New York Times Company | EVP Digital Products & Services; GM NYTimes.com; SVP & Chief Advertising Officer | 26 years | Drove digital transformation and revenue growth |
External Roles
| Organization | Role | Status | Committees |
|---|---|---|---|
| Barnes & Noble Education (public) | Director | Current | Audit Committee member |
| Naviga (private, Vista-backed) | Director | Current | Not disclosed |
| McClatchy Media (private) | Director | Current | Not disclosed |
| Electronic Arts (public) | Director | Former | Audit Committee member |
| Monotype Imaging Holdings (public) | Director | Former | Audit Committee member; Chair of Nominating & Governance Committee |
Board Governance
- Independence: Board determined Ms. Warren is independent under NYSE rules; all standing committees are fully independent .
- Committee Assignments: Audit Committee member; committee met nine times in 2024. Each member (including Ms. Warren) qualifies as an “audit committee financial expert” under SEC rules. Audit Chair: David C. Merritt; members: Anne L. Mariucci, Denise F. Warren .
- Attendance: In 2024, board met six times; no incumbent director attended fewer than 75% of aggregate board and committee meetings; all then-serving directors attended the 2024 annual meeting .
- Lead Independent Director: Peter Lane (since May 2017) with defined responsibilities; independent directors hold executive sessions at each regular board meeting .
- Risk Oversight: Audit committee oversees financial, compliance, ERM, and cybersecurity; the Board receives regular updates and biannual CIO briefings .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base annual cash retainer | $85,000 | For non-employee directors |
| Audit Committee membership fee | $12,000 | Additional annual cash retainer per member |
| Chair fees (reference) | $40,000 Audit; $30,000 Compensation; $20,000 Nominating & Governance | Not applicable to Warren (member) |
| Meeting fees | None disclosed | Not in program |
| 2024 Cash earned (Warren) | $97,000 | $85,000 base + $12,000 audit member |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant Date Valuation | Vesting |
|---|---|---|---|---|
| Annual RSUs (Warren) | May 23, 2024 | 3,075 RSUs | $56.91 per share; total ~$174,998 | Vest in full on earlier of first anniversary or next annual meeting (subject to service) |
| Annual DSUs (program) | Typically post annual meeting | Alternative to RSUs at director election | $175,000 grant-date fair value (2024) | DSUs settle in shares upon separation or change-in-control; RSU deferral option available |
Director equity is structurally service-based (not performance-vesting). TMHC’s director plan allows deferral of RSUs and/or cash into DSUs; DSUs from deferred cash are fully vested at grant and settle in shares per plan conditions .
Equity Award and Deferral Mechanics
- Annual director equity: $175,000 in RSUs or DSUs; number determined by grant-date closing price; vest on first anniversary or next annual meeting .
- Deferred Compensation Plan: Non-employee directors may elect to defer equity and/or cash compensation into DSUs; DSUs settle in shares upon separation or change-in-control; no voting rights until settlement .
Other Directorships & Interlocks
- Current public company: Barnes & Noble Education (Audit Committee member) .
- Former public company roles: Electronic Arts (Audit Committee member); Monotype Imaging (Audit; Chair Nominating & Governance) .
- No disclosed related-party transactions implicating Ms. Warren; audit committee reviews related person transactions under formal policy .
Expertise & Qualifications
- Digital and recurring revenue expertise from Netlyst; extensive digital product, marketing, and operations leadership at NYT .
- Financial literacy and audit committee financial expert status; public company board experience and governance credentials .
Equity Ownership
| Metric | Value | Period |
|---|---|---|
| Beneficial ownership (shares) | 31,830 | Record Date: March 31, 2025 (less than 1%) |
| RSUs outstanding | 3,075 (unvested; scheduled vest May 22, 2025) | As of Dec 31, 2024 |
| DSUs outstanding | 32,426 | As of Dec 31, 2024 |
| DSUs outstanding | 28,755 | As of Record Date (Mar 31, 2025) |
| Director stock ownership guideline | ≥5× annual base retainer | All non-employee directors met or are on track by Dec 31, 2024 |
| Hedging/shorting/margin | Prohibited under securities trading policy | Applies to directors and employees |
Note: DSU counts differ between Dec 31, 2024 and Mar 31, 2025 due to vesting/settlement timing reflected in the proxy’s ownership tables .
Governance Assessment
- Strengths:
- Independence and audit committee financial expertise; active audit oversight including ERM and cybersecurity; strong attendance record .
- Transparent, modest director cash retainers and aligned equity with service-based vesting; ownership guideline ≥5× retainer with compliance/on track status .
- Anti-hedging and margin prohibitions enhance alignment; executive compensation program supported by 96.0% Say-on-Pay approval in 2024, signaling investor confidence in governance practices .
- Potential conflicts and interlocks:
- Current public board at Barnes & Noble Education (education solutions) and private boards (Naviga, McClatchy) present limited apparent overlap with TMHC’s homebuilding operations; no Item 404 related-party transactions disclosed involving Ms. Warren; audit committee retains formal approval authority over related-party transactions .
- RED FLAGS:
- None disclosed regarding low attendance, hedging/pledging, related-party transactions, or director over-boarding beyond TMHC policies; TMHC maintains an over-boarding policy and mandatory retirement age .
Compensation Committee context: Semler Brossy serves as independent compensation consultant; no conflicts; committee is fully independent. While this pertains to executive pay oversight, it supports broader governance rigor .