Kevin J. Coen
Toll BrothersAbout Kevin J. Coen
Vice President, Corporate Secretary and Counsel at Toll Brothers, Inc. with prior securities and treasury legal experience at Tyco/Johnson Controls and earlier foundational training at Cravath . He serves as Corporate Secretary in Toll Brothers’ proxy materials (at least 2022–2025), reflecting tenure overseeing governance processes and board communications . Education: BA (Fordham), JD (Fordham Law) . Company performance context for compensation alignment: FY2024 delivered record EPS ($15.01), ROE 23.1%, revenues $10.6B, gross margin 26.6%, SG&A 9.3%, and operating margin 18.8% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Johnson Controls International plc (formerly Tyco) | VP, Assistant Secretary, Securities & Treasury Counsel | 2016–2017 | Led SEC/securities and treasury legal support at a large public industrial firm |
| Tyco International | Senior/VP Securities & Treasury Counsel | 2007–2016 | Drove public-company governance, disclosure and financing legal work |
| Cravath, Swaine & Moore LLP | Associate | 1999–2007 | Complex corporate/securities legal training |
| Cigna Healthcare | Medical Economics Analyst | 1995–1999 | Quantitative analysis grounding for later governance roles |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| SEC filings (multiple Toll subsidiaries/S-3ASR and Forms) | Attorney-in-fact on registrations and insider Forms | 2021–2025 | Named as attorney-in-fact on S-3ASR and subsidiary POSASR signatures and on insider Form 4 filings |
Fixed Compensation
- Toll Brothers employs executives at will and avoids individualized employment agreements; cash pay design emphasizes competitive base salaries with majority of total compensation delivered as at-risk incentives .
- Director and executive cash policies (e.g., retainers for directors) are clearly defined; executive base salaries for NEOs were held flat for FY2024 (CEO $1.2M, CFO $1.025M, COO $1.0M), evidencing restraint in fixed pay growth . Coen’s specific cash pay is not disclosed in the proxy.
Performance Compensation
| Metric | Weighting | FY2024 target | FY2024 actual | Payout mechanics | Vesting |
|---|---|---|---|---|---|
| Annual Pre‑Tax Income (PTI) – bonus | 70% of annual bonus | $1,717.5M target | Achieved 117.5% of target (after agreed land sale adjustment) | Formulaic component paid at 143.8% of target based on actual vs target | Cash bonus for the year |
| Qualitative – bonus | 30% of annual bonus | Not applicable | Committee assessed at 130% of target for NEOs | Discretionary overlay to reflect strategic execution | Cash bonus for the year |
| Units Delivered – Ops PRSU | 1/3 of Ops PRSU | 10,100 (threshold 8,080, max 12,120) | 10,813 (107.1% of target) | Earns 75–150% via linear interpolation; blended Ops PRSU earned at 111.0% of target | PRSUs earned pro‑rata; service vesting over 4 years; delivery generally at 4th anniversary |
| Adjusted Gross Margin – Ops PRSU | 1/3 of Ops PRSU | 27.9% (threshold 22.3%, max 33.5%) | 28.4% (101.7% of target) | Same as above with defined exclusions to ensure fairness | Same as above |
| Return on Average Equity (ROE) – ROE PRSU | 1/3 of LTI | 20.0% target (threshold 16.0%; max 24.0%) | 22.1% (110.5% of target) | Earns 75–150%; Dec 2021 grant paid at 126.5% of target | 3‑year performance period; payout at period end |
- Structure: Executives’ targeted TDC heavily at-risk: ~65% performance-based for CEO in FY2024; mix of RSUs (4‑year service vest) and PRSUs (Ops PRSUs with 1‑year performance + 4‑year service delivery; ROE PRSUs with 3‑year performance) .
- Policy guardrails: No option repricing without shareholder approval; double-trigger change-of-control vesting; clawback policy compliant with NYSE 303A.14 adopted Oct 2, 2023 .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 6x base salary; other executive officers 3x; directors 5x cash retainer . Corporate Secretary is the named contact for board communications and processes, reinforcing governance discipline .
- Hedging and pledging prohibited for all directors and executives; margin accounts and pledges also prohibited per Insider Trading Policy (windows, pre‑clearance, 10b5‑1 cooling‑off, hardship exceptions) .
- RSU/PRSU delivery cadence: RSUs vest in 4 equal annual installments but generally deliver at the 4th anniversary; Ops PRSUs earned over 1 year, vest pro‑rata over 4 years with delivery at the 4th anniversary; ROE PRSUs earned/payout at the end of the 3‑year period; double‑trigger CoC vesting; dividend equivalents accrue on RSUs/PRSUs .
- Clawback policy: Mandatory recovery of erroneously awarded incentive-based compensation upon any required restatement; discretionary recoupment applies to designated non‑executive officers as well .
Employment Terms
- No individualized employment contracts; executive employment is at will .
- Executive Severance Plan: For eligible executives, provides cash severance (multiples of base + target bonus), pro‑rated annual bonus, COBRA premiums, and outplacement upon covered terminations; higher multiples in change‑of‑control scenarios; one‑year non‑compete/non‑solicit via Non‑Interference Agreement .
- Equity and SERP treatment: Double‑trigger vesting on change of control; immediate vesting/delivery on death or disability; continued vesting/delivery schedules on qualifying retirement; SERP accelerates to lump sum on CoC for participants .
Performance & Track Record
- FY2024 outcomes used in pay decisions (and reflective of management execution): revenues $10.6B, EPS $15.01 (+21% YoY), ROE 23.1%, gross margin 26.6%, SG&A 9.3%, operating margin 18.8%, contracts +27% units/dollars, community count +10% to 408; $1.0B cash from operations; $721M capital returned via buybacks/dividends .
- Say‑on‑Pay support: 96% (2024), 95% (2023), 96% (2022), 98% (2021), 97% (2020) – indicating strong investor endorsement of pay‑for‑performance programs he helps govern as Corporate Secretary .
- Governance facilitation: As Corporate Secretary, Coen signs/anoints official corporate actions (e.g., attested amendment to certificate of incorporation on March 11, 2025) and organizes board communications, underscoring process integrity .
Board Governance (role interface)
- Communication process: Corporate Secretary receives, reviews, and routes shareholder communications to the Board; implements board and governance guidelines such as over‑boarding policy and majority voting standards .
- Committees are fully independent; Compensation Committee leverages an independent consultant (CAP) and made no material design changes in FY2024–2025 given strong outcomes .
Say‑on‑Pay & Shareholder Feedback
- Historical approval (2020–2024): 95–98% support as noted above; annual outreach to investors representing >50% of outstanding shares informs program refinements .
Expertise & Qualifications
- Legal/governance expertise: Corporate governance, securities regulation, cross‑border transactions; Fordham BA/JD .
- Corporate Secretary signatures in proxy notices (2022–2025) and attestation of charter amendments confirm senior governance role and standing .
Work History & Career Trajectory
- Progression from big‑law corporate associate (Cravath) to public‑company securities and treasury counsel (Tyco/JCI) and, since 2018, corporate/securities counsel roles at Toll leading to VP, Corporate Secretary and Counsel (2019–present) .
Compensation Committee Analysis (program quality indicators)
- Independent committee; pay mix emphasizes at‑risk equity; guardrails include clawbacks, ownership guidelines, prohibition of hedging/pledging, double‑trigger CoC vesting, and no tax gross‑ups .
Risk Indicators & Red Flags
- Positive signals: No hedging/pledging allowed; robust clawback; strong Say‑on‑Pay; majority vote and director removal reforms; insider trading controls (windows, pre‑clearance, 10b5‑1 cooling‑off) .
- Monitoring items: Executive‑level details for Corporate Secretary (e.g., personal equity ownership, option holdings) are not individually disclosed in the proxy; continued reliance on companywide governance guardrails mitigates alignment risk .
Investment Implications
- Compensation alignment: Clear linkage of incentives to profitability (PTI), operating execution (units, margin) and capital efficiency (ROE); strong FY2024 outcomes drove above‑target payouts—supports confidence in governance execution Coen oversees .
- Retention risk: Absence of individualized contracts is offset by structured severance/change‑of‑control protections and multi‑year equity vesting/delivery schedules; policies (non‑compete/non‑solicit, pre‑clearance trading) reduce erratic insider selling pressure .
- Trading signals: Hedging/pledging prohibitions and 10b5‑1 controls temper discretionary selling; insider Forms signed by Coen as attorney‑in‑fact suggest rigorous compliance infrastructure, not personal trading signal .
- Governance quality: High say‑on‑pay support, formal clawback, and Corporate Secretary attestation of governance reforms (director removal voting standard) point to robust shareholder-aligned governance .