Martin P. Connor
Toll BrothersAbout Martin P. Connor
Senior Vice President and Chief Financial Officer of Toll Brothers since September 2010; joined Toll Brothers in December 2008 (VP & Assistant CFO, then SVP in 2009). Age 60 as of FY2024; prior 20+ year Ernst & Young LLP Audit & Advisory partner (led TOL audit 1998–2005), CFO/Director of Operations at O’Neill Properties (2006–2008), and President of Marcon Advisors (2008). Under his financial stewardship, TOL delivered record FY2024 performance: $10.6B home sales revenue, $15.01 diluted EPS (+21% YoY), ~$1.5B net income, 23.1% return on beginning equity, 26.6% homebuilding gross margin, 18.8% operating margin, and $1.0B operating cash flow; contracts grew 27% and community count 10% to 408 . On July 10, 2025, TOL announced Gregg Ziegler will succeed Connor as CFO at FY2025 year-end; Connor will serve as senior advisor for one year (transition/retention implications) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Toll Brothers, Inc. | VP & Assistant CFO → SVP → CFO | Dec 2008–present; CFO since Sept 2010 | Built capital efficiency, liquidity and returns; scaled finance across treasury, IR, risk, mortgage, title, IT |
| Ernst & Young LLP | Audit & Advisory Partner; led TOL audit | ~1985–2006; TOL audit 1998–2005 | Deep real estate audit expertise; strengthened controls/financial reporting |
| O’Neill Properties | CFO & Director of Operations | Oct 2006–Jun 2008 | Diversified commercial real estate finance/operations leadership |
| Marcon Advisors LLC | President | Jun–Dec 2008 | Finance/accounting consulting (transactional advisory) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Univest Financial Corporation | Director | Current (year not disclosed) | Public bank/financial services; adds financial governance breadth |
Fixed Compensation (FY2024)
| Item | Amount |
|---|---|
| Base Salary (Fiscal 2024 earned) | $1,025,000 |
| Target Annual Bonus | $2,400,000 |
| Actual Annual Bonus Paid | $3,351,198 |
| Perquisites (401(k) match, LTD premiums, auto/gas allowance, non-business car/driver) | $33,278 total ($13,200; $2,798; $15,900; $1,380) |
Multi‑Year Compensation (Connor)
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Salary ($) | 1,020,192 | 1,147,212 | 1,025,000 |
| Stock Awards ($) | 1,372,414 | 1,415,687 | 1,776,917 |
| Option Awards ($) | — | — | — |
| Non‑Equity Incentive ($) | 1,358,650 | 2,362,500 | 3,351,198 |
| Change in Pension Value & Above‑Market DCP Earnings ($) | 7,201 | 7,330 | 346,086 |
| All Other Compensation ($) | 31,304 | 31,538 | 33,278 |
| Total ($) | 3,789,761 | 4,964,267 | 6,532,479 |
Performance Compensation
| Award/Metrics | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus – PTI Metric (Company adjusted pre‑tax income) | 70% of bonus | $1,717,470,000 | $2,018,108,000 (after ~$150M land sale adjustment) | 143.8% of formulaic portion; Connor formulaic payout $2,415,198 | Cash (annual) |
| Annual Bonus – Qualitative | 30% of bonus | Committee assessment | Strong execution; record results | 130% of target; Connor payout $936,000 | Cash (annual) |
| Ops PRSUs – Units Delivered | 1/3 of PRSU | 10,100 units (threshold 8,080; max 12,120) | 10,813 units | 107.1% of target for this metric | Earned shares vest 25%/yr over 4 yrs; delivered ~4th anniversary |
| Ops PRSUs – Adjusted Gross Margin | 1/3 of PRSU | 27.9% (threshold 22.3%; max 33.5%) | 28.4% | 101.7% of target for this metric; blended Ops PRSU earned 111.0% | Same as above |
| ROE PRSUs – 3‑yr Return on Avg Equity (Dec 2021 grant) | 1/3 of PRSU | 20.0% (threshold 16.0%; max 24.0%) | 22.1% | 110.5% of target (shares earned 126.5% of target) | Vests at end of 3‑yr performance; delivered at vest |
Equity Ownership & Alignment
| Item | Amount/Detail |
|---|---|
| Beneficial Ownership (incl. RSUs/options exercisable within 60 days) | 110,615 shares; includes 89,997 underlying RSUs/options |
| Shares Outstanding (Record Date) | 99,888,815 |
| Ownership as % of Outstanding | ~0.11% (110,615 / 99,888,815) |
| RSUs Not Vested (12/20/2023 grant) | 10,845 units; market value $1,588,142 @ $146.44 |
| Ops PRSUs Earned (Not Fully Vested; 12/20/2023 grant) | 7,230 units; market value $1,058,761 |
| ROE PRSUs (Unearned; scheduled vest 10/31/2025) | 8,979 units; market value $1,314,885 |
| ROE PRSUs (Unearned; scheduled vest 10/31/2026) | 5,422 units; market value $793,998 |
| Stock Options Outstanding (Exercisable) | 20,055 @ $47.84 (exp. 12/18/2027); 33,350 @ $32.42 (exp. 12/20/2028) |
| FY2024 Option Exercises | 37,673 shares; value realized $4,306,456 |
| FY2024 Stock Awards Vested | 33,619 shares; value realized $3,406,890 |
| Stock Ownership Guidelines | 3x base salary for executive officers; compliance as of Dec 2024 |
| Hedging/Pledging | Prohibited for executives/directors |
Employment Terms
- Employment: At‑will; no individualized employment agreement .
- Severance Plan (non‑CoC “covered termination”): 1.5x salary+target bonus; pro‑rated bonus; 18 months COBRA; outplacement up to 18 months; non‑compete & non‑solicit 1 year; “good reason” includes material diminutions, pay reductions, relocation >50 miles, etc. .
- Severance Plan (Change‑of‑Control + double trigger): 2.0x salary+target bonus; pro‑rated target bonus; 24 months COBRA; outplacement up to 24 months; equity vests on double trigger .
- Clawback: Compliant with SEC/NYSE; recoups incentive pay upon restatement .
- Deferred Compensation: 2015 Plan permits deferrals; FY2024 interest rates 2.5%–5.5%; Connor above‑market earnings $5,274; aggregate DCP balance $781,461 .
- SERP (Supplemental Executive Retirement Plan): Present value $2,050,738; annual retirement benefit $162,000 (20‑year payout); fully vested at retirement age; CoC permits lump‑sum .
- CFO Succession/Transition: Gregg Ziegler to succeed Connor after FY2025; Connor to serve one‑year as senior advisor (retention/transition package via advisory role) .
Compensation Structure Analysis
- Pay mix: High at‑risk component; FY2024 non‑equity bonus and PRSU outcomes reflect strong linkage to PTI, units, margin and ROE; no guaranteed bonuses or salary increases .
- Equity design shift: Company ceased granting options to NEOs after Dec 2018; equity now RSUs and PRSUs with double‑trigger protection (shareholder‑friendly) .
- Governance features: No tax gross‑ups; clawback policy; prohibition on hedging/pledging; ownership guidelines (3x salary) .
- Peer benchmarking: FY2024 peer group includes DHI, NVR, KBH, PHM, LEN, TMHC, TPH, MTH; MDC removed; M/I Homes added going forward .
Say‑on‑Pay & Shareholder Feedback
| Annual Meeting Year | Approval (%) |
|---|---|
| 2020 | 97% |
| 2021 | 98% |
| 2022 | 96% |
| 2023 | 95% |
| 2024 | 96% |
Investment Implications
- Alignment: Connor’s incentives are tightly linked to profitability (PTI), operational execution (units, margin), and capital efficiency (ROE), with multi‑year vesting and deferred share delivery supporting retention and reducing near‑term selling pressure .
- Selling pressure: FY2024 saw option exercises (37,673 shares; $4.3M value) and significant vesting, but RSU/PRSU delivery deferrals to ~4‑year anniversaries and ownership guidelines temper immediate supply; hedging/pledging banned, lowering alignment risk .
- Retention/transition: Announced CFO succession at FY2025 year‑end with Connor as senior advisor mitigates transition risk; severance/change‑of‑control terms are mainstream (no gross‑ups, double‑trigger vesting), reducing governance overhang .
- Performance signal: Strong FY2024 operational and ROE outcomes drove above‑target payouts (bonus 139.6% of target; Ops PRSU 111% earned; ROE PRSU 126.5% earned), consistent with pay‑for‑performance and reinforcing confidence in execution .