Karen H. Grimes
Toll BrothersAbout Karen H. Grimes
Independent director of Toll Brothers since March 2019; age 68. Serves on the Audit and Risk Committee (designated an “audit committee financial expert”) and the Nominating & Corporate Governance Committee. Former Senior Managing Director, Partner, and Equity Portfolio Manager at Wellington Management; earlier research and portfolio roles at Wilmington Trust, First Atlanta Corporation, and Butcher & Singer. Holds the Chartered Financial Analyst (CFA) designation; currently also a director at Tegna Inc. and Corteva, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wellington Management Company LLP | Senior Managing Director, Partner, Equity Portfolio Manager | Jan 2008–Dec 2018 | Brings investor-oriented perspective and risk management experience |
| Wilmington Trust Company | Director of Research and Equity Analyst | 1988–1995 | Financial analysis, research leadership |
| Butcher and Singer | Portfolio Manager and Equity Analyst | 1986–1988 | Investment management |
| First Atlanta Corporation | Portfolio Manager and Equity Analyst | 1983–1986 | Investment management |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Tegna Inc. | Director | Current | Audit; Governance, Public Policy & Corporate Responsibility |
| Corteva, Inc. | Director | Current | Audit; People & Compensation |
Board Governance
| Committee | Role | FY2024 Meetings Held | Independence/Expertise |
|---|---|---|---|
| Audit & Risk | Member | 11 | NYSE/SEC independent; financially literate; audit committee financial expert |
| Nominating & Corporate Governance | Member | 3 | Independent under NYSE standards |
- Board held four meetings in FY2024; all incumbent directors attended each regularly scheduled Board meeting and at least 90% of all Board and committee meetings on which they served; independent directors met four times in executive session .
- The Board determined all directors other than the CEO are independent; Grimes is listed as independent in the director nominee summary .
- Governance Committee oversees related person transactions and potential conflicts; Legal/Internal Audit track related persons; annual review required for continuing transactions .
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Board cash retainer | 85,000 | One-third of $260,000 Board Retainer is cash |
| Audit Committee cash retainer | 8,333 | One-third of $25,000 per member |
| Governance Committee cash retainer | 6,667 | One-third of $20,000 per member |
| Total cash fees | 100,000 | Reported in Director Compensation Table |
| Board RSUs (grant date fair value) | 175,000 | Two-thirds of $260,000 Board Retainer |
| Audit Committee RSUs (grant date fair value) | 16,667 | Two-thirds of $25,000 per member |
| Governance Committee RSUs (grant date fair value) | 13,333 | Two-thirds of $20,000 per member |
| Total stock awards | 205,000 | Reported in Director Compensation Table |
| Total compensation | 305,000 | Sum of cash and equity |
| Meeting fees | — | No additional compensation for attendance |
- Grimes had 3,953 unvested RSUs and 1,945 vested RSUs outstanding at 10/31/2024; no director options listed for her (only McLean and Shapiro held options) .
Performance Compensation
| Equity Award Terms | Detail |
|---|---|
| RSU vesting schedule (pre-Dec 2023 grants) | Vest in equal annual installments over two years; delivery 30 days after second installment vests |
| RSU vesting schedule (Dec 2023+ grants) | Vest on first anniversary of grant date |
| Dividend equivalents | Earn dividend equivalents same timing/amount as common dividends; subject to same vesting/settlement terms |
| Acceleration (death/disability/retirement ≥62) | Immediate vesting; delivery 30 days post-vesting (subject to potential 6-month 409A delay) |
| Government service condition (grants in Dec 2024) | Awards vest if director accepts or runs for a qualifying government role |
| Change-of-control | Accelerated vesting only if director ceases to be a director of the Company |
| Grant date (FY2024 director awards) | December 20, 2023; grant-date fair value per share equal to closing price on that date |
| Performance metrics | None; director RSUs are time-based (no payout metrics) |
Other Directorships & Interlocks
| Company | Sector | Potential Interlock with TOL | Assessment |
|---|---|---|---|
| Tegna Inc. | Broadcast & digital media | None disclosed | Low conflict risk; different industry |
| Corteva, Inc. | Agriculture | None disclosed | Low conflict risk; different industry |
- Toll Brothers adopted a formal over-boarding policy requiring Governance Committee consent before directors join another public company board; case-by-case assessment includes conflicts and capacity; policy updated during the recruitment of new directors in 2023–2024 .
Expertise & Qualifications
- CFA designation; deep investment and risk management experience; financial acumen; audit committee financial expert designation .
- Skills matrix highlights leadership, operating/investment, and accounting/financial skills; serves on other boards, enhancing external perspective .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Record Date) | 15,155 shares | Less than 1% of common stock outstanding |
| RSUs/options included within 60 days | 5,898 shares | Counted as beneficially owned per SEC rules (RSUs and/or options) |
| Vested RSUs outstanding (10/31/2024) | 1,945 units | Director RSUs |
| Unvested RSUs outstanding (10/31/2024) | 3,953 units | Director RSUs |
| Pledging status | No pledging permitted; none pledged | Company policy prohibits pledging; none pledged as of proxy date |
| Hedging status | Hedging prohibited for directors | Insider trading policy bans hedging, options, short sales |
| Ownership guidelines | 5x annual base cash retainer | Directors expected to comply within five years |
| Compliance status (Dec 2024 review) | In compliance or within permitted timeframe | Governance Committee confirmed compliance |
Governance Assessment
- Strengths: Independent director with audit financial expert designation; strong attendance and active committee work; robust director stock ownership guidelines with confirmed compliance; hedging/pledging prohibited; director compensation clearly structured with modest cash and time-based equity; no related-party transactions involving Grimes disclosed .
- Potential watch items: Multiple public boards require monitoring for over-boarding/capacity (mitigated by TOL’s pre-clear policy); RSU term added in Dec 2024 allowing vesting upon acceptance/running for qualifying government roles—unusual but not inherently shareholder-unfriendly; no disclosed interlocks or conflicts with TOL’s suppliers/customers .
- Broader governance signals: High say-on-pay support (96% in 2024) indicates shareholder confidence in compensation governance; clawback policy compliant with SEC/NYSE; options repricing prohibited without shareholder approval .