Christine N. Garvey
Toll BrothersAbout Christine N. Garvey
Independent director of Toll Brothers since September 2009; age 79. Chair of the Audit and Risk Committee; member of the Executive Compensation Committee and the Public Debt & Equity Securities Committee. Former Global Head of Corporate Real Estate Services at Deutsche Bank AG (2001–2004), with prior senior real estate leadership roles at Cisco Systems and Bank of America; previously served on boards of Prologis, Hilton Hotels, and Healthpeak Properties (service ended April 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deutsche Bank AG | Global Head of Corporate Real Estate Services | 2001–2004 | Led global corporate real estate strategy and operations |
| Cisco Systems, Inc. | Vice President of Worldwide Real Estate & Workplace Resources | Prior to 2001 | Led global workplace/real estate function |
| Bank of America Corporation | Group Executive Vice President | Prior to Cisco | Senior executive leadership in banking and real estate |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Healthpeak Properties, Inc. | Director (formerly HCP) | 2007–Apr 2024 | Ended service in Apr 2024 |
| Prologis, Inc. | Director | Through May 2017 | — |
| Hilton Hotels Corporation | Director | Through Oct 2007 | — |
| Current public company boards | None disclosed | — | No current external public boards disclosed |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent under NYSE standards; Garvey is independent .
- Committee assignments and chair roles:
- Audit and Risk Committee: Chair; members include Garvey, East, Grimes, Kan, Shapiro. All independent; Garvey designated “audit committee financial expert” .
- Executive Compensation Committee: Member; composition is independent (McLean Chair; East, Garvey, Pritchett) .
- Public Debt & Equity Securities Committee: Member; did not meet or take action in fiscal 2024 .
- Attendance and engagement:
- Board held 4 meetings in fiscal 2024; all incumbent directors attended each regularly scheduled Board meeting and at least 90% of all Board/Committee meetings on which they served .
- Audit Committee held 11 meetings in fiscal 2024; includes regular executive sessions with internal audit and external auditors .
- Compensation Committee held 5 meetings in fiscal 2024 ; Governance Committee held 3 meetings in fiscal 2024 .
- Shareholder support (2025 Annual Meeting vote for Garvey): For 76,720,414; Against 1,743,254; Abstain 119,473; Broker non-votes 9,300,406 .
Fixed Compensation
- Director compensation structure (fiscal 2024):
- Board Retainer: $260,000 total; $85,000 cash + $175,000 Director RSUs (time-based vesting, generally first anniversary for grants starting Dec 2023) .
- Committee Retainers: Audit member $25,000 (1/3 cash, 2/3 RSUs); Compensation member $20,000 (1/3 cash, 2/3 RSUs); Chairs receive an additional $10,000 cash annually .
- Public Debt & Equity Securities Committee: Only compensates in years it meets; it did not meet in fiscal 2024 .
- Lead Independent Director receives $35,000 cash annually (role held by Stowell) .
| Component | Cash ($) | Equity ($) | Notes |
|---|---|---|---|
| Board Retainer | 85,000 | 175,000 | RSUs typically granted in last 15 days of December; FY2024 grant date Dec 20, 2023 |
| Audit Committee (member) | 8,333 | 16,667 | One-third cash, two-thirds RSUs |
| Compensation Committee (member) | 6,667 | 13,333 | One-third cash, two-thirds RSUs |
| Audit Committee Chair fee | 10,000 | — | Annual cash retainer for Chair |
| Public Debt & Equity Securities Committee | — | — | No compensation in FY2024 (no meetings) |
| FY2024 total for Garvey | 110,000 | 205,000 | Total $315,000 |
- RSU terms: Director RSUs vest on first anniversary (grants starting Dec 2023); earn dividend equivalents; accelerated vesting on death, disability or retirement after 62; change-in-control acceleration only upon director ceasing to be director (double trigger). Beginning with Dec 2024 grants, vest if director accepts/runs for qualifying government service .
Performance Compensation
- No performance-based compensation disclosed for directors; compensation comprises cash retainers and time-based Director RSUs (no PSUs/options in FY2024 for Garvey) .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Prior boards | Healthpeak Properties (to Apr 2024), Prologis (to May 2017), Hilton Hotels (to Oct 2007) |
| Potential interlocks | Katherine Sandstrom (current TOL director) is Chair of Healthpeak; Garvey served on Healthpeak until Apr 2024, indicating a recent overlap; no related-party transactions disclosed in these excerpts |
| Over-boarding policy | TOL adopted an over-boarding policy requiring Governance Committee consent before directors accept other public board seats, with case-by-case assessment for conflicts and capacity |
Expertise & Qualifications
- Board skills matrix marks Garvey for leadership, industry, operating & investment, accounting & financial, corporate governance & law, and other boards experience .
- Designated audit committee financial expert under SEC rules; financially literate per NYSE standards .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 13,730 | Includes RSUs deliverable within 60 days |
| Percent of outstanding | Less than 1% | Shares outstanding at record date: 99,888,815 |
| Unvested Director RSUs (10/31/24) | 3,953 units | — |
| Vested Director RSUs (10/31/24) | 1,945 units | — |
| Options | None disclosed for Garvey | Only McLean (2,313) and Shapiro (11,614) had options outstanding |
| Hedging/pledging | Prohibited for directors; no pledged shares by any executive officer or director as of proxy date | |
| Stock ownership guidelines | Directors must hold 5x annual base cash retainer; Governance Committee determined all directors were in compliance or within the permitted timeframe as of Dec 2024 |
Governance Assessment
- Strengths: Long-tenured independent director with deep real estate and banking expertise; Audit Chair and SEC-designated financial expert; high engagement evidenced by Audit Committee’s 11 meetings and Board/Committee attendance ≥90% . Compensation structure is conservative and aligned (mix of cash retainer and time-based RSUs; no meeting fees; double-trigger equity vesting on change of control) . Strong shareholder support in 2025 director election (76.7M FOR vs 1.74M AGAINST) indicates investor confidence . Robust governance policies (no hedging/pledging; ownership guidelines; clawbacks; majority voting and resignation policy; over-boarding controls) .
- Potential watch items: Recent overlap with Healthpeak where another TOL director (Sandstrom) is Chair, though Garvey’s Healthpeak service ended in April 2024; monitor for any perceived interlocks or information-sharing concerns, noting Governance Committee reviews conflicts and related person transactions .
- Signals: Consistent high say-on-pay support (96% in 2024; 95–98% range over prior years) and majority independent Board with strong risk and ESG oversight frameworks support investor alignment .