Paul E. Shapiro
Toll BrothersAbout Paul E. Shapiro
Independent director of Toll Brothers since December 1993; age 83. Chair of the Nominating & Corporate Governance Committee and member of the Audit & Risk Committee. Former Chairman of Q Capital Holdings LLC; prior senior legal and administrative roles at MacAndrews & Forbes, Revlon, Sunbeam, Coleman, and Marvel. Brings deep governance/legal expertise and multi-industry executive experience.
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| Q Capital Holdings LLC | Chairman (former) | Joined 2004 | Investment management leadership |
| MacAndrews & Forbes Holdings, Inc. | Senior Vice President | Jan–Jun 2004 | Corporate development/executive role |
| Revlon, Inc. | Chief Administrative Officer | Beginning in 1994 | Corporate governance/operations |
| Sunbeam Corporation | Chief Administrative Officer | Beginning in 1994 | Corporate governance/operations |
| Coleman Company, Inc. | General Counsel | Not disclosed | Legal leadership |
| Marvel Entertainment, Inc. | General Counsel | Not disclosed | Legal leadership |
| Greenberg Traurig LLP (Palm Beach County office) | Managing Shareholder (Corporate & Securities Law) | Not disclosed | Law practice leadership |
| Wolf, Block, Schorr and Solis-Cohen LLP | Partner | Not disclosed | Law practice |
External Roles
- No current public company directorships disclosed beyond Toll Brothers.
Board Governance
- Independence: The Board affirmatively determined all directors other than the CEO are independent; Shapiro is independent.
- Committee assignments (FY24): Chair, Nominating & Corporate Governance; Member, Audit & Risk.
- Attendance: In FY2024, the Board held 4 meetings; all incumbent directors attended each regularly scheduled Board meeting and at least 90% of all Board/committee meetings on which they served. Audit & Risk Committee held 11 meetings.
- Lead independent director structure, majority voting, director resignation policy, annual elections in place.
- Overboarding control: Directors must pre-clear any new public board with the Governance Committee (formal policy).
Fixed Compensation (Director)
| Component | FY2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Shapiro) | $121,667 | Includes cash portion of Board retainer and applicable committee/chair retainers (pro-rated as applicable). |
| Director RSUs (Shapiro) | $205,000 | Grant-date fair value; director RSUs typically granted within last 15 days of December; FY2024 grants on Dec 20, 2023. |
| Program terms (non-exec directors) | — | Board retainer: $260,000 split $85,000 cash / $175,000 RSUs; committee member retainers: Audit $25,000; Comp $20,000; Governance $20,000 (each 1/3 cash, 2/3 RSUs); committee chair add’l $10,000 cash; no meeting fees; Lead Independent Director add’l $35,000 cash. |
Performance Compensation (Director)
| Award Type | Grant Date (FY2024 cycle) | Grant-Date Fair Value | Vesting / Delivery | Other Terms |
|---|---|---|---|---|
| Director RSUs (time-based) | Dec 20, 2023 | $205,000 (Shapiro) | For grants starting Dec 2023, vest on first anniversary; prior grants vested over 2 years; shares generally deliverable 30 days after vest for older grants; dividend equivalents accrue and follow vesting. | Change of control acceleration only if director ceases serving; death/disability/retirement after 62 triggers immediate vesting; fractional units not granted. |
Directors do not have performance-conditioned equity (no PSU/TSR metrics); compensation is cash + time-based RSUs only.
Other Directorships & Interlocks
- Compensation Committee interlocks: None of the Compensation Committee members were officers/employees; no relationships required to be disclosed under SEC rules. (Shapiro is not on the Comp Committee.)
- No other public company boards for Shapiro disclosed in the proxy.
Expertise & Qualifications
- Skill matrix indicates Shapiro contributes across Leadership, Industry, Operating & Investment, Accounting & Financial, Business Development & Marketing, Corporate Governance & Law, and “Other Boards.”
- Biography emphasizes corporate governance/legal expertise and executive leadership across multiple industries; current role as Governance Committee Chair aligns with this expertise.
Equity Ownership
| Item | Amount |
|---|---|
| Shares Beneficially Owned (as of Jan 17, 2025 record date) | 133,530 |
| Percent of Common Stock Outstanding | <1% |
| Included within beneficial ownership: RSUs/options vesting/exercisable within 60 days | 13,675 |
| Unvested RSUs outstanding at Oct 31, 2024 | 3,953 |
| Vested RSUs outstanding at Oct 31, 2024 | 1,945 |
| Unexercised stock options at Oct 31, 2024 | 11,614 |
Citations: Beneficial ownership line item and 60-day inclusion (footnote) ; Unvested/vested RSUs and options counts .
Ownership alignment and restrictions:
- Director stock ownership guideline: 5x annual base cash retainer; Governance Committee determined in Dec 2024 that each director had met or was within permitted timeframe and thus in compliance.
- Hedging and pledging prohibitions apply to directors; no executive officer or director has pledged shares as of proxy date.
Related-Party Transactions and Conflicts
- The Governance Committee (which Shapiro chairs) reviews related person transactions per written policy; factors include terms vs. market, business rationale, and size, with annual reviews for multi-year items.
- FY2024 related-party disclosures involved Toll Brothers Realty LP and distributions to the CEO; no transactions involving Shapiro or his affiliates are disclosed.
Say-on-Pay & Shareholder Feedback (Context for governance sentiment)
| Annual Meeting Year | Say‑on‑Pay Support |
|---|---|
| 2024 | 96% |
| 2023 | 95% |
| 2022 | 96% |
| 2021 | 98% |
| 2020 | 97% |
The company conducts annual outreach to investors representing well over half of outstanding shares; independent directors are available for engagement.
Governance Assessment
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Strengths:
- Independent director; Chair of Governance and Audit & Risk member; Board determined independence for all non-CEO directors.
- Strong attendance disclosure (≥90% of Board/committee meetings; full attendance at regular Board meetings); Audit & Risk met 11 times, indicating active oversight.
- Director compensation structure skews to equity via RSUs, aligning with shareholder interests; no meeting fees; reasonable chair retainers; double-trigger change-in-control treatment.
- Ownership alignment via 5x retainer guideline; compliance confirmed; strict hedging/pledging prohibitions.
- No related-party transactions involving Shapiro disclosed; Governance Committee policy manages conflicts.
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Watch items:
- Long tenure (director since 1993; age 83) may raise refreshment/succession considerations; however, Board has undertaken significant refreshment over recent years (only ~10% 16+ year tenure by March 2025; majority turnover since 2018).
- Not designated as an “audit committee financial expert” (others on the committee hold that designation), though he is financially literate and serves on Audit & Risk.
Overall, Shapiro’s governance/legal background, committee leadership, and disclosed attendance and ownership alignment support board effectiveness; minimal conflict exposure and strong shareholder support trends bolster investor confidence.