Scott D. Stowell
Toll BrothersAbout Scott D. Stowell
Independent director since November 2021 and Lead Independent Director since March 2024, Scott D. Stowell (age 66) brings deep homebuilding leadership and governance experience to Toll Brothers’ board . He is President & CEO of Capital Thirteen LLC and previously served as Executive Chairman of CalAtlantic, CEO of Standard Pacific Homes, and director at Lennar, underscoring significant M&A execution and industry operating expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Standard Pacific Homes | Chief Executive Officer | 2012–2015 | Led merger with Ryland Group to create CalAtlantic |
| CalAtlantic Group, Inc. | Executive Chairman | 2015–2018 | Oversaw merger of CalAtlantic with Lennar Corporation |
| Lennar Corporation | Director | 2018–Apr 2021 | Board service following CalAtlantic merger |
External Roles
| Organization | Role | Start | Committees/Notes |
|---|---|---|---|
| Capital Thirteen LLC | President & CEO | — | Advisory, real estate investment, angel investing |
| Pacific Mutual Holding Company | Director | — | Chair, Compensation & Personnel; Member, Governance & Nominating |
| Federal National Mortgage Association (Fannie Mae) | Director | Nov 2024 | Appointed to board |
| HomeAid America | Executive Committee | — | Service noted |
| First Point Volleyball Foundation | Executive Committee | — | Service noted |
Board Governance
- Independence: Board determined all directors other than the CEO/Chair are independent; Stowell is independent under NYSE standards .
- Lead Independent Director: Since March 2024; responsibilities include presiding over independent director executive sessions, liaison with CEO/Chair, leading board/committee evaluations, and serving as shareholder contact .
- Committees: Member, Nominating & Corporate Governance Committee (Governance Committee) .
- Attendance and engagement:
- Board held 4 meetings in FY2024; all incumbent directors attended each regularly scheduled meeting and at least 90% of all Board and committee meetings on which they served .
- Independent directors met 4 times; Lead Independent Director chaired those sessions .
- FY2024 committee meeting counts: Audit & Risk (11), Compensation (5), Governance (3); Public Debt & Equity did not meet .
Fixed Compensation
| Component | Program Terms | FY2024 Stowell Cash ($) | FY2024 Stowell Equity ($) |
|---|---|---|---|
| Board Retainer | $85,000 cash + $175,000 Director RSUs (vest after 1 year for grants starting Dec 2023) | — | — |
| Committee Membership (Governance) | $20,000 per committee (1/3 cash, 2/3 RSUs) | — | — |
| Lead Independent Director | $35,000 cash annual stipend | — | — |
| FY2024 Actuals (aggregate) | — | 115,033 | 183,867 |
Notes:
- Directors do not receive meeting fees; chair fees apply only to committee chairs (not applicable to Stowell in FY2024) .
- FY2024 totals reflect pro-rating based on service periods (he became Lead Independent Director in March 2024) .
Performance Compensation
Directors receive service-based Director RSUs; no director performance metrics apply.
- Grant cadence: typically within the last 15 days of December; FY2024 grants were on December 20, 2023 .
- Vesting: Director RSUs granted starting December 2023 vest on the first anniversary of the grant date; earlier grants vest in equal annual installments over two years .
- Dividend equivalents: accrue and vest consistent with RSU terms .
- Change-of-control: accelerated vesting of Director RSUs only upon cessation of board service in connection with a change of control .
- Government service update: beginning with Director RSUs granted in December 2024, awards will vest if a director accepts or runs for a qualifying government role .
Other Directorships & Interlocks
| Company | Relationship to TOL | Potential Interlock/Consideration |
|---|---|---|
| Fannie Mae | GSE impacting U.S. housing finance; TOL has a mortgage subsidiary | Board requires pre-clearance for additional public boards and considers conflicts/overboarding case-by-case via Governance Guidelines . No specific related-party transaction disclosed for Stowell in the proxy sections reviewed. |
Expertise & Qualifications
- Homebuilding leadership and operations: Former CEO and Executive Chairman in large U.S. homebuilders; merger execution experience with Ryland and Lennar .
- Capital markets and governance: Lead Independent Director responsibilities, board evaluation leadership, shareholder engagement availability .
- Committee leadership externally: Chair of Compensation & Personnel at Pacific Mutual; member of Governance & Nominating .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 5,092 | Less than 1% of outstanding common stock |
| RSUs unvested (10/31/2024) | 3,446 | Outstanding unvested Director RSUs |
| RSUs vested (10/31/2024) | 1,646 | Outstanding vested Director RSUs |
| Options | — | No stock options disclosed for Stowell; only McLean and Shapiro held options |
| Hedging/Pledging | Prohibited | Company-wide prohibition for directors and executives |
| Stock Ownership Guidelines | 5× annual base cash retainer | Directors must retain qualifying equity equal to 5× cash retainer; individual compliance status not disclosed |
Governance Assessment
-
Strengths:
- Independent Lead Director with clearly defined authority and responsibilities; strong structure balancing combined Chair/CEO with independent oversight .
- High engagement and attendance; all directors met “≥90%” threshold, with four independent sessions chaired by the Lead Independent Director .
- Alignment mechanisms: director equity grants; ownership guidelines; prohibition on hedging/pledging; clawback policies; and no tax gross-ups .
- Relevant industry track record and M&A execution (CalAtlantic/Lennar; Standard Pacific/Ryland), adding operational depth to board deliberations .
-
Watch items:
- Multiple board roles (e.g., Fannie Mae and Pacific Mutual Holding Company) increase time commitments; however, TOL’s Governance Guidelines impose pre-clearance for additional public boards with case-by-case conflict/overboarding assessment .
- Director-specific ownership guideline compliance is not disclosed by individual; aggregate compliance monitored by Governance Committee .
-
Compensation signals:
- FY2024 director pay mix remains balanced with majority equity; Lead Independent stipend and committee retainers consistent with market governance roles .
- No performance-linked director awards; RSUs are service-based with one-year vesting for grants from December 2023, enhancing simplicity and alignment .