Wendell E. Pritchett
Toll BrothersAbout Wendell E. Pritchett
Wendell E. Pritchett (age 60) is an independent director of Toll Brothers, Inc. (TOL) serving since 2018. He is the James S. Riepe Presidential Professor of Law and Education at the University of Pennsylvania Carey Law School and previously served as Interim President of the University of Pennsylvania (Feb–Jun 2022) and Provost (2017–2021). His background spans real estate and housing law, public policy, and leadership across academia and civic institutions.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Pennsylvania | Interim President | Feb 2022–Jun 2022 | Executive leadership of the university |
| University of Pennsylvania | Provost | 2017–2021 | Chief academic officer |
| University of Pennsylvania Carey Law School | Faculty (incl. Interim Dean & Presidential Professor; Associate Dean for Academic Affairs) | Faculty since 2002; Interim Dean 2014–2015; Associate Dean 2006–2007 | Academic leadership and governance |
| Rutgers University–Camden | Chancellor | 2009–2014 | Campus leadership; urban development expertise |
| City of Philadelphia | Deputy Chief of Staff & Director of Policy to Mayor Michael Nutter | 2008 | Policy leadership; appointed to School Reform Commission (2011–2014) |
| Redevelopment Authority of Philadelphia | Chair | 2008–2011 | Urban redevelopment oversight |
| Philadelphia Housing Development Corporation | President | 2008–2011 | Affordable housing governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Clarivate plc (public) | Director | Current | Information services company |
| 26North BDC, Inc. (public) | Director | Current | Alternative asset management firm |
| College Unbound (non-profit) | Chair, Board of Trustees | Current | Education-focused governance |
| Philadelphia Foundation (non-profit) | Board Member | Current | Community philanthropy |
| LifePoint Health (private) | Board Member | Current | Healthcare systems governance |
| Minerva University (non-profit) | Board Member | Current | Higher education governance |
| Reinvestment Fund (non-profit) | Board Member | Current | Community development finance |
Board Governance
- Independence: The Board affirmatively determined all directors other than the CEO are independent under NYSE rules; Pritchett is independent.
- Committee memberships: Executive Compensation Committee (member) and Nominating & Corporate Governance Committee (member); not a chair.
- Attendance: In FY2024, the Board held four meetings; all incumbent directors attended each regularly scheduled Board meeting and at least 90% of Board and committee meetings on which they served; independent directors met four times in executive session.
- Lead Independent Director: Scott D. Stowell; independent sessions led by the LID.
- Over-boarding controls: TOL formalized an over-boarding policy—directors must obtain Governance Committee consent before joining another public company board.
| Committee | Role | FY2024 Meetings/Notes |
|---|---|---|
| Executive Compensation Committee | Member | Committee held five meetings; independent consultant engaged; no interlocks disclosed. |
| Nominating & Corporate Governance Committee | Member | Committee held three meetings; oversees director compensation, related-party transactions, conflicts, and stock ownership guideline compliance. |
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 98,400 | 98,400 |
| Stock Awards ($) | 191,600 | 201,600 |
| Total ($) | 290,000 | 300,000 |
Director compensation structure (FY2024): annual retainer $260,000 split ~$85,000 cash and ~$175,000 RSUs; committee retainers of $25,000 (Audit) and $20,000 (Comp/Gov), with chairs receiving an additional $10,000 cash; RSUs vest on first anniversary starting Dec 2023.
Performance Compensation
- Directors do not receive performance-based incentives; equity grants are time-based RSUs with dividend equivalents and double-trigger change-of-control vesting.
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Clarivate plc | Information services | Director | No TOL-related party transactions disclosed involving Pritchett. |
| 26North BDC, Inc. | Asset management | Director | No TOL-related party transactions disclosed involving Pritchett. |
TOL’s Related Party Transaction Policy requires Governance Committee review/approval for any related person transaction; FY2024 disclosures did not identify transactions involving Pritchett.
Expertise & Qualifications
- Board skills: Leadership; industry; operating & investment; corporate governance & law; other boards exposure.
- Subject-matter expertise: Real estate and housing law; academic administration; urban development policy.
Equity Ownership
| Ownership Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 16,011 | Includes 5,797 shares underlying RSUs/options vesting within 60 days. |
| Shares outstanding (Record Date) | 99,888,815 | As of Jan 17, 2025. |
| Ownership as % of outstanding | ~0.016% | Computed from 16,011/99,888,815. |
| Unvested RSUs (10/31/2024) | 3,886 | Director RSUs outstanding unvested. |
| Vested RSUs (10/31/2024) | 1,911 | Director RSUs vested but subject to delivery terms. |
| Options (exercisable/unexercisable) | None disclosed | Not listed for Pritchett in FY2024 director table. |
| Pledging/Hedging | Prohibited; none pledged | Company policy prohibits hedging/pledging; no pledged shares as of proxy date. |
| Ownership guidelines | 5x annual base cash retainer | Governance Committee determined directors were compliant or within permitted timeframe in Dec 2024. |
Governance Assessment
- Strengths: Clear independence; active committee roles (Comp/Gov); robust attendance; strong ownership alignment via 5x retainer guideline; anti-hedging/pledging policy; formal over-boarding controls; related-party transaction oversight centralized in Governance Committee.
- Compensation mix: Approximately two-thirds equity, one-third cash, aligning director incentives with shareholder interests; RSUs feature conservative vesting and double-trigger change-of-control treatment.
- Shareholder signals: Strong say-on-pay outcomes (96% in 2024) indicate overall investor support for TOL’s pay governance framework, relevant to board oversight of compensation.
- RED FLAGS: None disclosed specific to Pritchett—no related-party transactions, no pledging, no Section 16(a) filing delinquencies attributed to him.
Insider Trading/Section 16 Notes
- The company reported two late Section 16(a) filings in FY2024 (Garvey and McLean); none for Pritchett.