Stephen F. East
Toll BrothersAbout Stephen F. East
Stephen F. East, age 61, has served as an independent director of Toll Brothers since March 2020. He sits on the Audit and Risk Committee and the Executive Compensation Committee, and is Chair of the Public Debt and Equity Securities Committee; he is a Chartered Financial Analyst with a long career covering homebuilding and building products in equity research and investment management . Prior to retiring in July 2019, East was Managing Director and Senior Consumer Analyst at Wells Fargo; he previously spent four years at Evercore ISI and nearly two decades in equity research and investment management at various firms .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo & Company | Managing Director; Senior Consumer Analyst; Head of Homebuilding & Building Products Research | Retired July 2019 | Led sector research; deep industry insights |
| Evercore ISI | Partner; Senior Managing Director; Head of Housing Research | Four years (prior to Wells Fargo) | Built housing coverage franchise |
| Various firms (equity research & investment management) | Analyst/PM roles | Nearly two decades | Industry/financial acumen |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sezzle Inc. (public fintech) | Director | Current | Chairs Audit & Risk; Nominating & Corporate Governance; Compensation committees |
Board Governance
- Independence: The Board affirmatively determined East is independent under NYSE and company standards .
- Committee assignments (Toll Brothers): Audit & Risk (Member); Executive Compensation (Member); Public Debt & Equity Securities (Chair) .
- Audit & Risk Committee: East designated an “audit committee financial expert” alongside other financially literate members .
- Attendance: All incumbent directors attended each regularly scheduled Board meeting and at least 90% of all Board/committee meetings; all attended the 2024 Annual Meeting .
- PD&E Committee activity: The Public Debt & Equity Securities Committee did not meet or take action in fiscal 2024 .
- Over-boarding policy: Directors must pre-clear new public company boards with the Governance Committee to assess conflicts/capacity on a case-by-case basis .
Fixed Compensation
- Director pay program (FY2024):
- Board retainer $260,000, split into $85,000 cash and $175,000 RSUs; committee member retainers: Audit $25,000, Compensation/Governance $20,000 (each 1/3 cash, 2/3 RSUs); committee chair add’l $10,000 cash. PD&E committee member $10,000 (1/3 cash, 2/3 RSUs) and chair $5,000 cash only if the committee meets or takes official action (it did not in FY2024) .
- Fiscal 2024 Director Compensation (East):
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $100,000 |
| Stock Awards (Director RSUs grant-date fair value) | $205,000 |
| Option Awards | — |
| Total | $305,000 |
Notes: Cash comprises board retainer plus pro-rated cash portions of committee retainers; equity comprises the RSU portions. No meeting fees; Lead Independent Director cash retainer not applicable to East .
Performance Compensation
- Director equity awards are RSUs (no performance conditions); starting December 2023 grants vest on the first anniversary of grant; dividend equivalents accrue and vest with RSUs; accelerated vesting on death/disability; double-trigger vesting on change of control; vesting on qualifying retirement with scheduled delivery timing preserved .
| RSU Status (as of Oct 31, 2024) | Count |
|---|---|
| Unvested Director RSUs | 3,953 units |
| Vested Director RSUs (undelivered) | 1,945 units |
- Grant timing: Director RSUs are typically granted within the last 15 days of December; grant-date fair value per share equals the closing price on grant date (Dec 20, 2023 for FY2024 grants) .
Other Directorships & Interlocks
| Company | Relationship to TOL | Potential Interlock/Conflict |
|---|---|---|
| Sezzle Inc. | Unrelated fintech | Board service disclosed; company over-boarding policy requires Governance Committee pre-clearance of additional boards; Board determined directors are independent with no material relationships interfering with judgment . |
No related-party transactions were disclosed involving East; related-party transactions are reviewed/approved under a formal policy by the Governance Committee .
Expertise & Qualifications
- Chartered Financial Analyst (CFA); extensive homebuilding sector research leadership and financial acumen .
- Audit committee financial expert per SEC rules; financially literate .
- Board skills matrix flags leadership, industry, operating/investment, accounting/financial, and other boards experience for East .
Equity Ownership
| Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 15,287 shares (includes RSUs vesting/deliverable within 60 days) |
| Percent of Common Stock | <1% |
| RSUs/Options counted as beneficially owned (within 60 days) | 5,898 shares (RSUs) |
| Vested Director RSUs outstanding | 1,945 units |
| Unvested Director RSUs outstanding | 3,953 units |
| Hedging/Pledging | Prohibited for directors; no pledged shares outstanding |
| Stock Ownership Guidelines | Directors: 5x annual base cash retainer; compliance confirmed in Dec 2024 |
Governance Assessment
- Strengths:
- Independent director with deep sector expertise; designated audit committee financial expert, bolstering financial oversight .
- Active committee roles (Audit & Risk, Compensation) and Chair of PD&E, supporting board coverage of finance, capital markets, and pay practices .
- Strong attendance (>90%) and engagement standards; board conducts regular executive sessions and evaluations .
- Ownership alignment via RSUs and mandatory stock ownership guidelines; hedging/pledging prohibited; directors in compliance .
- Potential concerns/monitoring points:
- Multiple committee chair roles at Sezzle may raise capacity questions; mitigated by TOL’s over-boarding pre-clearance policy and annual independence determinations .
- PD&E committee did not meet in FY2024; while not a red flag, monitor whether capital markets oversight remains appropriately engaged as activity warrants .
- RED FLAGS: None disclosed for East (no related-party transactions, no hedging/pledging, independent status affirmed) .