Judith A. Reinsdorf

About Judith A. Reinsdorf

Independent director of Toll Brothers (since Dec 2023), age 61. Former EVP & General Counsel at Johnson Controls International and Tyco International, with prior senior legal roles at C.R. Bard, Pharmacia, and Monsanto, bringing corporate governance, risk, and transactional expertise across complex public companies . The Board has affirmed her independence under NYSE standards .

Past Roles

External Roles

Board Governance

• Independence: Board affirmed all directors other than the CEO are independent; director independence standards detailed and applied annually .
• Committees at TOL: No current committee assignments for Ms. Reinsdorf (Audit & Risk, Compensation, Governance, Public Debt & Equity), per committee roster .
• Attendance: Board held 4 meetings in FY2024; all incumbent directors attended each regular Board meeting and at least 90% of all meetings of Board/committees on which they served; independent directors held 4 executive sessions .
• Tenure: Appointed Dec 13, 2023; elected by stockholders in Mar 2024; serving to 2026 annual meeting upon re-election .
• Over-boarding policy: Adopted with her recruitment; directors must pre-clear additional public boards with the Governance Committee to assess conflicts/time capacity .

Fixed Compensation

Toll Brothers director compensation structure (FY2024):

• Annual Board retainer: $260,000 ($85,000 cash; $175,000 RSUs, typically granted in December; new directors receive prorated awards) .
• Committee retainers: Audit $25,000; Compensation $20,000; Governance $20,000; 1/3 cash, 2/3 RSUs; Committee chairs receive additional cash ($10,000; Public Debt & Equity chair $5,000 if active) .
• Lead Independent Director cash: $35,000 .
• Meeting fees: None .

Notes:

• Director RSUs vest: one-year cliff for grants starting Dec 2023; dividend equivalents accrue; change-of-control is double-trigger; death/disability accelerate .
• Beginning with Dec 2024 grants, RSUs also vest upon accepting/running for qualifying government service roles .

Performance Compensation

Directors at TOL do not receive performance-based cash bonuses; equity grants are time-based (RSUs) rather than performance-conditioned. RSU vesting and settlement terms govern alignment and retention .

Other Directorships & Interlocks

• Current public company boards: EnPro Inc. (Chair Nominating & Governance; member of all committees); Nurix Therapeutics (Audit member; Chair Nominating & Governance) .
• Interlocks/transactions: Toll Brothers’ related-party transactions disclosed involve Toll Brothers Realty LP and distributions to CEO; no transactions involving Ms. Reinsdorf disclosed. Governance Committee oversees related-party policy and approvals .
• Over-boarding review: Governance Committee considered capacity for both newly appointed directors (incl. Ms. Reinsdorf) and determined sufficient capacity to fully participate .

Expertise & Qualifications

• Core competencies: Corporate governance and law; leadership; transactional experience (acquisitions, divestitures, integrations, management transitions) .
• Board skills matrix: Marked for leadership and corporate governance & law .

Equity Ownership

Additional details:

• FY2024 unvested/vested RSUs at 10/31/2024: Ms. Reinsdorf held 0 unvested and 0 vested director RSUs (reflecting timing of appointment) .
• Insider filings: Form 3 (Dec 19, 2023) upon appointment; Form 4 (Dec 20, 2024) reporting 1,295 RSUs granted for FY2024 service (post-transaction holdings 1,295 RSUs) [Form 3: https://www.sec.gov/Archives/edgar/data/794170/000112760223030053/0001127602-23-030053-index.htm] [Form 4: https://www.sec.gov/Archives/edgar/data/794170/000112760224029903/0001127602-24-029903-index.htm].
• Stock ownership guidelines: Directors must retain qualifying equity equal to 5× annual base cash retainer; hedging and pledging prohibited for directors and executives .

Governance Assessment

Strengths

• Deep governance/legal oversight experience; chairs governance committees externally; Board skills matrix highlights governance/law .
• Independence affirmed; robust conflicts/over-boarding controls; annual Board/committee evaluations; independent director executive sessions .
• High shareholder support on Say-on-Pay historically (96% in 2024; 95–98% range prior years), indicating broader confidence in governance/comp practices .

Watch items

• No current TOL committee assignments reduce direct committee oversight exposure (Audit, Compensation, Governance, PD&E) .
• Ownership alignment building: zero beneficial ownership as of Jan 17, 2025 with new RSUs granted Dec 2024; monitor progress toward 5× retainer ownership guideline and Form 4 RSUs .

RED FLAGS

• None disclosed regarding related-party transactions, hedging/pledging, or attendance; all incumbent directors met attendance thresholds; no director-related transactions named for Ms. Reinsdorf .

Insider Trades (Summary)

Director Compensation (Program Design)

Director Independence & Attendance

• Independent under NYSE rules; independence criteria applied and categorical standards disclosed .
• FY2024 attendance: all incumbent directors attended each scheduled Board meeting and at least 90% of committee meetings; independent directors met 4× in executive session .

Related Party Transactions & Conflicts

• Policy requires Governance Committee review and annual approvals; framework described; FY2024 transactions involved Toll Brothers Realty LP and CEO distributions; none disclosed involving Ms. Reinsdorf .

Say-on-Pay & Shareholder Feedback

Lead Independent Director & Executive Sessions

• Lead Independent Director role defined; independent sessions held 4× in FY2024 .

Director Ownership Guidelines & Policies

• 5× cash retainer equity ownership requirement; hedging and pledging prohibited; clawback policy applies to incentive-based compensation as required by NYSE rules .