Derek T. Kan
Toll BrothersAbout Derek T. Kan
Derek T. Kan, 46, has served as an independent director of Toll Brothers since December 2021 and is a member of the Audit and Risk Committee; the Board designates him as an “audit committee financial expert” under SEC rules . He is Vice President, Operations at Shopify (following Shopify’s acquisition of Deliverr in July 2022), previously served as Chief Business Officer at Deliverr (Dec 2020–Jul 2022), Deputy Director of the White House Office of Management and Budget (Jun 2019–Dec 2020), and Under Secretary at the U.S. Department of Transportation (Jun 2017–Jul 2019); he also serves on the U.S. Postal Service Board of Governors in a Senate‑confirmed role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shopify Inc. | Vice President, Operations | 2022–present (post Deliverr acquisition in Jul 2022) | Operations leadership |
| Deliverr, Inc. | Chief Business Officer | Dec 2020–Jul 2022 | E‑commerce fulfillment; acquisition by Shopify |
| White House OMB | Deputy Director | Jun 2019–Dec 2020 | Federal budgeting/executive leadership |
| U.S. Department of Transportation | Under Secretary | Jun 2017–Jul 2019 | Technology/innovation initiatives in transportation |
| Lyft | General Manager | Not disclosed | Emerging technologies and operations |
| U.S. Senate (Majority Leader’s Office) | Policy Advisor | Not disclosed | Legislative policy advisory |
| White House OMB | Presidential Management Fellow | Not disclosed | Federal management training |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| United States Postal Service | Government | Member, Board of Governors (Senate‑confirmed) | Current service |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent director nominee |
| Committee assignments | Audit & Risk Committee – Member (not Chair) |
| Financial expertise | Designated “audit committee financial expert”; possesses accounting and related financial management expertise |
| Board meetings (FY2024) | 4 meetings; all incumbent directors attended each regularly scheduled Board meeting and at least 90% of all Board and Committee meetings served |
| Audit & Risk Committee meetings (FY2024) | 11 meetings |
| Executive sessions (FY2024) | Independent directors met 4 times |
| Risk oversight cadence | Audit Committee receives ERM and cyber updates; CIO/CISO provide quarterly cyber‑risk briefings |
| Director since | December 2021 |
Fixed Compensation
Director compensation structure (FY2024 program):
| Component | Amount/Terms |
|---|---|
| Board retainer – total | $260,000 (cash + RSUs) |
| Board retainer – cash portion | $85,000 |
| Board retainer – equity portion | $175,000 in Director RSUs; vests on first anniversary (for grants starting Dec 2023) |
| Audit Committee member retainer | $25,000 (1/3 cash, 2/3 RSUs) |
| Committee Chair premium | +$10,000 cash (per committee) |
| Meeting fees | None; no additional fees for attendance |
| Lead Independent Director | $35,000 cash |
Individual director compensation (Derek T. Kan):
| Metric | FY2023 | FY2024 |
|---|---|---|
| Fees earned or paid in cash ($) | 90,533 | 93,300 |
| Stock awards ($) | 151,250 | 186,133 |
| Option awards ($) | — | — |
| All other compensation ($) | — | — |
| Total ($) | 241,783 | 279,433 |
Notes:
- Amounts reflect pro‑rata service periods and program changes between fiscal years .
Performance Compensation
Director equity awards are time‑based RSUs (no performance metrics). Key terms:
| Item | FY2023 Grant Terms | FY2024 Grant/Policy Terms |
|---|---|---|
| Grant date reference | Dec 19, 2022 (used for grant date fair value per share) | Dec 20, 2023 (used for grant date fair value per share) |
| Vesting | Two equal annual installments (pre‑Dec 2023 grants) | 100% vests on first anniversary (starting Dec 2023 grants) |
| Dividend equivalents | RSUs earn dividend equivalents; same vesting/settlement as underlying RSUs | |
| Death, disability, retirement (age 62+) | Immediate vesting; delivery 30 days post‑vesting (subject to potential 6‑month 409A delay) | |
| Change of control | Accelerated vesting only if director ceases to be a director (double‑trigger) | |
| Government service vesting | Beginning with Dec 2024 grants, awards vest if a director accepts or runs for a qualifying government role | |
| Performance conditions | None (time‑based RSUs only) |
Other Directorships & Interlocks
- No additional public company directorships for Mr. Kan are disclosed in the proxy; he serves on the USPS Board of Governors (government) .
- Compensation Committee interlocks: none reported for members serving in FY2024 .
Expertise & Qualifications
Skills flagged for Mr. Kan in the Board’s skills matrix:
- Leadership; Operating & Investment; Accounting & Financial; Business Development & Marketing; Corporate Governance & Law; Other Boards .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 4,840 shares; less than 1% of outstanding |
| Included in beneficial ownership | 4,840 shares underlying RSUs/options vesting/exercisable within 60 days of record date (entire amount) |
| Unvested RSUs at 10/31/2024 | 3,331 units |
| Vested RSUs at 10/31/2024 | 1,509 units |
| Stock options | None disclosed for Kan; only McLean and Shapiro held options at 10/31/2024 |
| Ownership guidelines | Directors: 5x annual base cash retainer; 5‑year compliance window |
| Compliance status (Dec 2023 review) | Each director either met the guideline or was within the permitted timeframe; in compliance |
| Hedging policy | Directors prohibited from hedging Company equity |
| Pledging policy | Directors prohibited; no pledging by any executive officer or director as of proxy date |
Related‑Party and Conflicts Check
- Related‑party transactions: Proxy discloses policy and reviews; FY2024 related‑party transactions involved historical Toll Brothers Realty LP arrangements and distributions to a former executive; no transactions involving Mr. Kan are disclosed .
- Governance Committee oversees potential conflicts and related‑person transactions .
Governance Assessment
Strengths
- Independent director with Audit & Risk Committee membership and “audit committee financial expert” designation; Audit Committee met 11 times in FY2024, indicating active oversight .
- Strong attendance: all incumbent directors attended each regularly scheduled Board meeting and at least 90% of Board/Committee meetings; independent directors met in executive session four times in FY2024 .
- Clear alignment and risk controls: time‑based RSU equity, no meeting fees, prohibition on hedging/pledging, and robust stock ownership guidelines with documented compliance review .
- No compensation committee interlocks and no related‑party transactions disclosed for Mr. Kan .
Watch items / investor sensitivities
- Beneficial ownership is modest in absolute terms (4,840 shares), though directors have a 5‑year window to meet 5x retainer guidelines; Governance Committee deemed directors in compliance or within permitted timeframe as of Dec 2023 .
- Beginning with Dec 2024 RSU grants, awards vest if a director accepts or runs for a qualifying government role; given Mr. Kan’s ongoing government service (USPS Board of Governors), investors may monitor the application of this provision to ensure alignment perceptions are maintained .