John A. McLean
Toll BrothersAbout John A. McLean
Independent director of Toll Brothers since March 2016; age 55. Retired Senior Managing Director at New York Life Investment Management (oversaw U.S. distribution) after prior senior roles at Hartford Funds Distributors, Eaton Vance Investment Managers, and MFS Fund Distributors. Core credentials: leadership of large-scale sales/marketing organizations in asset management, financial/accounting acumen, and governance experience; currently chairs the Compensation Committee and serves on the Governance Committee. Independence affirmed by the Board under NYSE standards. Attendance: the Board met 4 times in FY2024; all incumbent directors attended each regularly scheduled Board meeting and at least 90% of all Board/committee meetings; all directors attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New York Life Investment Management LLC | Senior Managing Director, oversaw U.S. distribution | Jun 2018–2024 | Led high-performance distribution; strategic and tactical leadership in asset management |
| Hartford Funds Distributors | CEO & Distribution Principal | Jan 2013–Apr 2018 | Ran distribution for investment firm Hartford Funds |
| Eaton Vance Investment Managers | Head of U.S. Retail & Offshore Sales | Apr 2009–May 2012 | Built U.S. retail/offshore sales channels |
| MFS Fund Distributors (brokerage) | Roles of increasing responsibility | Prior to 2009 (dates not specified) | Progressive leadership in distribution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Gateway to Leadership Foundation | Trustee | Current | Non-profit trustee service |
Board Governance
- Committee assignments: Chair, Executive Compensation Committee; Member, Nominating & Corporate Governance Committee. No interlocks or insider participation among Compensation Committee members; none have ever been Company officers/employees.
- Independence: Board determined all nominees other than CEO Douglas C. Yearley, Jr. are independent under NYSE and Board standards.
- Overboarding/conflicts: Directors must pre-clear additional public company boards with Governance Committee; case-by-case assessment for conflicts/capacity.
- Engagement: Independent directors meet in executive sessions (4 times in FY2024) led by the Lead Independent Director; strong say-on-pay outcomes (96% approval in 2024; 95–98% over prior four years).
- Compensation governance: As Chair, McLean signs the Compensation Committee Report; committee uses independent consultant (CAP) with no conflicts.
Fixed Compensation
| Component | Description | FY2024 Amount (USD) |
|---|---|---|
| Board cash retainer | One-third of $260,000 retainer paid in cash ($85,000); equity portion below | Part of fees below |
| Committee retainers (member) | Audit: $25,000; Compensation/Governance: $20,000 each; one-third cash, two-thirds RSUs | Applies if a member; cash portion included in fees |
| Committee chair cash retainer | $10,000 per chair (Compensation/Governance/Audit); Public Debt & Equity chair $5,000 if committee acts | Included in fees |
| Lead Independent Director | $35,000 cash (not applicable to McLean) | — |
| Fees earned or paid in cash (McLean) | Cash portion of board/committee/chair retainers (pro-rated) | $108,400 |
| Stock awards (McLean) | Director RSUs grant-date fair value | $201,600 |
| Total director compensation (McLean) | Sum of cash fees + stock awards | $310,000 |
Notes:
- Director RSUs typically granted in late December; FY2024 grants used the Dec 20, 2023 closing price to determine units; awards vest on first anniversary for post-Dec 2023 grants (prior grants vested in equal installments over two years). Dividend equivalents accrue and vest with RSUs; accelerated vesting of director RSUs upon death, disability, retirement at 62+; change-of-control acceleration only if the director ceases Board service. Beginning with Dec 2024 grants, vesting also occurs if a director accepts or runs for qualifying government service.
Performance Compensation
- No director performance-based bonus or PRSUs are disclosed; director equity is service-based RSUs (time vesting with deferred delivery).
Other Directorships & Interlocks
| Public Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | Board’s overboarding policy in place; Compensation Committee interlock: none of members have been Company officers; no required relationships to disclose. |
Expertise & Qualifications
- Board skills matrix marks McLean for Leadership, Operating & Investment, Accounting & Financial, and Business Development & Marketing.
- Brings experience leading distribution and sales organizations in asset management; strategic/tactical leadership capabilities.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 18,054 (includes RSUs/options exercisable/vesting within 60 days) |
| Outstanding shares (record date) | 99,888,815 |
| Ownership as % of outstanding | ~0.018% (derived from 18,054 / 99,888,815) |
| RSUs outstanding (unvested at Oct 31, 2024) | 3,886 units |
| RSUs outstanding (vested at Oct 31, 2024; deferred delivery) | 1,911 units |
| Stock options outstanding | 2,313 shares (unexercised) |
| Pledging/hedging | Prohibited for directors and executives; no shares pledged as of the proxy date |
| Ownership guidelines | Directors must hold equity equal to 5x annual base cash retainer; Governance Committee found all directors in compliance or within allowed timeframe (Dec 2024 review) |
Insider Trades
| Date | Form | Transaction | Notes |
|---|---|---|---|
| Sep 24, 2024 (filed Sep 27, 2024) | Form 4 | Gift of 2,000 shares | Reported late; Company disclosed one late filing for McLean in FY2024 Section 16(a) review |
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee with use of independent consultant and no interlocks; consistently strong say-on-pay outcomes indicate shareholder support for pay practices overseen by the committee; robust governance policies (majority vote standard, director resignation policy, hedging/pledging prohibitions, stock ownership guidelines, overboarding pre-clearance); strong attendance and engagement.
- Alignment: Compensation mix skews toward equity (service-based RSUs), reinforcing long-term alignment; director ownership guidelines compliance further aligns interests.
- Conflicts/related parties: No related-party transactions disclosed involving McLean; Governance Committee oversees and pre-approves related party transactions under formal policy.
- Risk indicators: One late Form 4 filing for a gift is a minor compliance lapse; otherwise Section 16(a) compliance was timely for FY2024. No hedging/pledging, no tax gross-ups for executives, no option repricing without shareholder approval; change-of-control equity acceleration is double-trigger.
Implications: As Compensation Committee Chair with strong shareholder support and independent processes, McLean’s governance role is a positive for board effectiveness. Limited external board service reduces overboarding risk; clean related-party profile and ownership policy compliance support investor confidence. Minor late filing should be monitored but is not material.