Sheryl Palmer
Taylor Morrison HomeAbout Sheryl Palmer
Sheryl D. Palmer, age 63, is Chairman, President and CEO of Taylor Morrison (TMHC), leading the company since 2007 and through its 2013 IPO, with 35+ years of cross‑functional homebuilding experience across land acquisition, sales/marketing, development, and operations . Under her leadership, TMHC delivered 12,896 home closings and $7.8B in home closings revenue in 2024, achieved adjusted EPS of $8.72, and repurchased 5.6M shares; Investor Day targets call for 20,000 closings annually by 2028 . Pay‑versus‑performance disclosures show 2024 TSR value of $280 versus peer group $230, net income of $883,309K, and EBT of $1,156.1M, reflecting strong shareholder value creation over multi‑year periods .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Taylor Morrison Home Corporation | Chairman, President & CEO | 2007–present | Led TMHC into top ranks of public homebuilders; IPO in 2013; sustained trust and responsibility recognitions |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Carlisle Companies | Director | Current | Energy‑efficient building alignment |
| Offerpad Solutions Inc. | Director | Retiring at June 2025 annual meeting | Tech‑enabled real estate platform |
| Interface, Inc. | Director | Prior service | Modular carpet manufacturer |
| Building Talent Foundation | Chairman | Current | Workforce development to address trade labor shortage |
| Harvard JCHS Policy Advisory Board | Executive Committee Member | Current | Housing studies thought leadership |
| HomeAid America (National Board) | Chairman | 2019–2021 | Hearthstone Humanitarian award (2021) |
Fixed Compensation
| Component | 2024 Amount/Term | Notes |
|---|---|---|
| Base Salary | $1,075,000 | Adjusted in March 2023 from $1,000,000 |
| Target Bonus % | 100% of base salary | Based on company performance goals |
| Actual Annual Bonus Paid | $1,047,050 (paid Mar 12, 2025) | 97.4% attainment on 2024 AIP |
| Perquisites | Monthly auto allowance; occasional guest travel on fractional aircraft (taxable) | Pension plan exists for some employees (cash balance plan frozen to new accruals since 2010) |
Performance Compensation
2024 Annual Incentive Plan (AIP)
| Metric | Weight | Threshold | Target/Max | Actual | Achievement % | Attainment Contribution |
|---|---|---|---|---|---|---|
| Homes Closed | 40% | 11,900 | 12,400 | 12,896 | 104.0% (capped to 100%) | 40.0% |
| Home Closings Gross Margin (GAAP) | 40% | 21.0% | 22.0% | 24.5% | 111.4% (capped to 100%) | 40.0% |
| Operation Stabilization Composite | 20% | — | — | 17.4% | 87.0% | 17.4% |
| Total AIP Attainment | — | — | — | — | — | 97.4% |
AIP design: target payout equals 100% of base salary; straight‑line interpolation with caps; 100% company‑wide metrics, no individual modifiers .
2024 Profit Sharing Bonus (EBT/RONA)
| Item | Design / Result | Palmer Payout |
|---|---|---|
| Baseline/Stretch/Extreme EBT Targets | Baseline $947M; Stretch 115% of Baseline ($1,089M); Extreme 125% of Baseline ($1,183.7M) | — |
| RONA Modifiers | Tiered; max 100% modifier for 2024 (Tier 3 cap) | — |
| 2024 Results | EBT $1.167B (123.2% of plan), RONA 17.82% → 100% modifier | — |
| Cash Profit Sharing Payout | Baseline + Stretch multiples achieved | $5,912,501 |
| Extreme Portion (RSUs) | 83.2% achieved; RSUs vest equally over 2 years | $894,400; 15,037 RSUs |
NEO maximum incentive structure for 2024: total maximum multiple 7.5× base for the CEO, inclusive of AIP (1× base) and profit sharing; Extreme portion paid in RSUs .
2024 Long‑Term Incentive Awards (Grant date: Feb 23, 2024)
| Award Type | Mix | Shares/Options | Vesting | Key Terms |
|---|---|---|---|---|
| Nonqualified Stock Options | 20% of LTI value | 41,592 options | 25% annually over 4 years | Strike $56.48; 10‑year term |
| Service‑Vesting RSUs | 40% | 45,680 RSUs | 33⅓% annually over 3 years | Settled in shares |
| Performance RSUs (RONA) | 20% (half of PSUs) | 22,840 target PSUs | Based on 2026 RONA; 50–200% of target; TSR modifier ±20% | If TSR negative, max payout capped at target |
| Performance RSUs (Revenue) | 20% (half of PSUs) | 22,840 target PSUs | Based on 2026 revenue; 50–200% of target; TSR modifier ±20% | Settlement after certification in 2027 |
Performance measures selection (RONA, Revenue, TSR) aims to balance internal profitable growth with external shareholder returns, with rigorous targets aligned to budgets/guidance .
Prior PSU Outcomes (2012–2024 cycles disclosed)
| Cycle | Metric | Attainment | TSR Modifier | Shares Earned (Palmer) |
|---|---|---|---|---|
| 2022 PSUs (RONA; performance measured 2022–2024) | 2022: 29.7% → 200%; 2023: 22.2% → 100%; 2024: 17.8% → 0% | +20% (75th percentile) | 90,784 RSUs (after modifier) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 967,810 shares; <1% of outstanding (100,539,960 shares) |
| Vested/Vesting Equity (within 60 days of record date) | Options: 539,611; RSUs/DSUs: none for Palmer |
| Ownership Guidelines | CEO must hold ≥6× base salary; all executive officers met guidelines as of Dec 31, 2024 |
| Hedging/Pledging | Hedging prohibited; disallows margin purchases, options, short sales; policy filed as Exhibit 19.1 to 2024 10‑K |
| Pledging as Collateral | No specific pledging disclosure beyond margin prohibition |
| Trading Compliance | Noted late Form 4 for RSU settlements and tax withholding (Feb 14, 2024) |
Employment Terms
| Provision | Non‑CIC Qualifying Termination | CIC Qualifying Termination |
|---|---|---|
| Cash Severance | 2.0× (base + higher of target or average bonus over prior 3 years), paid over 30 months | 2.5× (base + higher of target or average bonus), paid lump sum |
| COBRA Subsidy | Up to 30 months | Up to 30 months |
| Prorated Annual Bonus | Based on actual performance; year of termination | Same for AIP; plus prorated profit sharing bonus based on actual performance |
| Outplacement | Up to 12 months | Up to 12 months |
| Equity Acceleration | — | Options immediately vest/exercisable; Service RSUs vest 100%; PSUs deemed “target” at CoC and vest on service completion, or on termination date if CIC QT |
| Clawbacks | Bonus clawback for fraud/misconduct restatements; equity clawback for excess payments/miscalculations; NYSE Rule 10D‑1 policy adopted in 2023 | |
| Tax Gross‑Ups | No 280G/4999 gross‑ups; cutback applies if net after‑tax benefit is higher than paying excise tax | |
| Special Retirement Bonus | $1,000,000 payable in installments if voluntarily retiring from homebuilding and not re‑entering for 5 years; repay if re‑entering within 5 years | |
| Restrictive Covenants | Post‑employment covenants; equity forfeiture for breaches or “cause” |
Board Governance
- Dual role: Chairman & CEO; board appoints an independent Lead Director (Peter Lane) to counterbalance, with responsibilities including presiding at executive sessions, agenda coordination, liaison functions, and shareholder communication .
- Board composition: 9 directors; 8 independent under NYSE standards; all standing committees are fully independent .
- Committees: Audit (Merritt–Chair, Mariucci, Warren), Compensation (Mariucci–Chair, Lane, Owen), Nominating & Governance (Lane–Chair, Merritt, Yip) .
- Attendance: 6 board meetings in 2024; no incumbent director attended <75%; all then‑serving directors attended the 2024 annual meeting; executive sessions held with Lead Director presiding .
Board Service History and Dual‑Role Implications
- Palmer’s board tenure ~18 years; age/demographics noted in skills/attributes matrix .
- Independence: Palmer is the sole non‑independent director; independent Lead Director structure and fully independent committees mitigate concentration of authority concerns .
Director and Shareholder Feedback
| Item | Detail |
|---|---|
| Say‑on‑Pay Approval | 96.0% in 2024; strong shareholder support for NEO compensation design |
| Compensation Peer Group | Beazer, D.R. Horton, Hovnanian, KB Home, Lennar, M.D.C. (acquired in Apr 2024), Meritage, M/I Homes, NVR, Pulte, Toll, TRI Pointe |
| Target Percentile | Committee does not fix pay within a set peer percentile; balances market data with company/individual performance |
Performance & Track Record
| Year | Highlights |
|---|---|
| 2024 | 12,896 closings; $7.8B closings revenue; adjusted closings gross margin 24.4%; adjusted diluted EPS $8.72; net sales orders +13%; $1.4B liquidity; 5.6M shares repurchased ($347.6M); target of 20,000 closings annually by 2028 |
| Pay vs Performance Context | PEO CAP and TSR trends vs peer group; 2024 TSR value $280 vs peer $230; Net income $883,309K; EBT $1,156.1M |
Risk Indicators & Red Flags
- Section 16(a): late Form 4 in Feb 2024 (RSU settlements and tax withholding) noted for Palmer; administrative rather than discretionary selling .
- Hedging/Pledging: hedging (margin, options, short sales) prohibited; no explicit pledging disclosure beyond margin prohibition .
- Change‑in‑Control: double‑trigger design; no single‑trigger cash severance; 280G cutback, no tax gross‑ups (shareholder‑friendly) .
Investment Implications
- Pay‑for‑Performance alignment: High at‑risk mix via profit sharing tied to EBT/RONA and PSUs tied to 3‑year RONA/Revenue with TSR modifier; AIP uses multi‑metric, capped outcomes; strong shareholder support (96%) .
- Retention and selling pressure: Significant vested/vesting options and RSUs, with ownership guidelines met; hedging prohibited; recent late Form 4s relate to RSU settlements/tax withholding rather than discretionary sales, suggesting limited selling pressure .
- Governance: Dual Chairman/CEO structure mitigated by robust Lead Independent Director role and fully independent committees; attendance and governance practices appear strong .
- Change‑of‑Control economics: Double‑trigger severance and equity treatment with cutbacks and no gross‑ups reduce parachute risk; special retirement bonus introduces a five‑year industry non‑compete incentive .
- Execution track record: 2024 operating results and TSR outperformance versus peers support management quality; Investor Day growth target to 20k closings by 2028 frames future incentive hurdles and performance expectations .