¨
|
|
Preliminary Proxy Statement
|
¨
|
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
ý
|
|
Definitive Proxy Statement
|
¨
|
|
Definitive Additional Materials
|
¨
|
|
Soliciting Material Pursuant to §240.14a-12
|
ý
|
|
No fee required.
|
|||
¨
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|||
|
|
(1
|
)
|
|
Title of each class of securities to which transaction applies:
|
|
|
(2
|
)
|
|
Aggregate number of securities to which transaction applies:
|
|
|
(3
|
)
|
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
|
(4
|
)
|
|
Proposed maximum aggregate value of transaction:
|
|
|
(5
|
)
|
|
Total fee paid:
|
|
|
|
|
|
|
¨
|
|
Fee paid previously with preliminary materials.
|
|||
¨
|
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
|||
|
|
(1
|
)
|
|
Amount Previously Paid:
|
|
|
(2
|
)
|
|
Form, Schedule or Registration Statement No.:
|
|
|
(3
|
)
|
|
Filing Party:
|
|
|
(4
|
)
|
|
Date Filed:
|
1.
|
To elect the ten directors nominated by the Board of Directors of the Company (the “Board” or "Board of Directors") and named in the proxy statement to hold office until the 2016 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.
|
2.
|
To ratify, in a non-binding vote, the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2015 fiscal year.
|
3.
|
To approve, in an advisory and non-binding vote, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
|
4.
|
To approve the Toll Brothers, Inc. Senior Officer Bonus Plan.
|
5.
|
To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.
|
*
|
Written notice should include: (1) your name, complete mailing address and phone number, (2) if you are a beneficial holder, evidence of your ownership, and (3) if you are a beneficial holder who is not a natural person and will be naming a representative to attend on your behalf, the name, complete mailing address and phone number of that individual. If you do not provide the requested information by February 27, 2015, please be prepared to show it at the entrance to the Meeting in order to gain admission. Failure to provide such information either in advance or at the Meeting may result in non-admission to the Meeting.
|
|
Page
|
A-1
|
•
|
Revenues
: Our revenues in fiscal
2014
of
$3.91 billion
and home building deliveries of
5,397 units
rose
46%
in dollars and
29%
in units compared to fiscal
2013
and were the highest for any fiscal year since fiscal 2007.
|
•
|
Income
: Our pre-tax income improved to
$504.6 million
in fiscal
2014
, compared to pre-tax income of
$267.7 million
in fiscal
2013
. We reported net income of
$340.0 million
, or
$1.84
per share diluted, compared to net income of
$170.6 million
in fiscal
2013
, or
$0.97
per share diluted.
|
•
|
Gross Margin
: Our gross margin for fiscal
2014
was
21.2%
, compared to
20.2%
for fiscal 2013.
|
•
|
Contracts
.
Our net contracts signed in fiscal 2014 of
$3.90 billion
rose
7%
compared to fiscal
2013
and were the highest for any fiscal year since fiscal 2006.
|
•
|
Backlog
: Our fiscal year end
2014
backlog was
$2.72 billion
, up
3%
compared to fiscal
2013
and was the highest for any fiscal year since 2007.
|
•
|
Selling, General and Administrative Expenses (“SG&A”)
:
Our SG&A as a percentage of revenue improved to
11.1%
compared to
12.7%
for fiscal
2013
.
|
•
|
Operating Margin
: Our operating margin improved to 10.2% for fiscal 2014 from 7.5% for fiscal 2013.
|
•
|
Joint Venture and Other Income:
In fiscal 2014, we produced $107.3 million in pre-tax income from our joint ventures, ancillary operations, and other sources, compared to $66.6 million in fiscal 2013.
|
Name
|
Age
|
Director
Since
|
Principal Occupation
|
Independent
|
|
|
|
|
|
Robert I. Toll
|
74
|
1986
|
Executive Chairman of the Board of Directors, Toll Brothers, Inc.
|
|
Bruce E. Toll
|
71
|
1986
|
Vice Chairman of the Board of Directors, Toll Brothers, Inc. Principal, BET Investments
|
|
Douglas C. Yearley, Jr.
|
54
|
2010
|
Chief Executive Officer, Toll Brothers, Inc.
|
|
Robert S. Blank
|
74
|
1986
|
Co-Chairman & Co-CEO, Whitney Communications Company
Senior Partner, Whitcom Partners
|
ü
|
Edward G. Boehne
|
74
|
2000
|
Retired President, Federal Reserve Bank of Philadelphia
|
ü
|
Richard J. Braemer
|
73
|
1986
|
Senior Counsel, Ballard Spahr LLP
|
ü
|
Christine N. Garvey
|
69
|
2009
|
Retired Global Head of Corporate Real Estate Services, Deutsche
Bank AG
|
ü
|
Carl B. Marbach
|
73
|
1991
|
President, Greater Marbach Airlines, Inc.
|
ü
|
Stephen A. Novick
|
74
|
2003
|
Senior Advisor, The Andrea and Charles Bronfman Philanthropies
|
ü
|
Paul E. Shapiro
|
73
|
1993
|
Chairman, Q Capital Holdings LLC
|
ü
|
|
|
|
|
|
|
|
Effect of Broker Non-Votes and Abstentions/Withhold Votes
|
||
Proposal
|
|
Vote Required
|
|
Broker Discretionary
Voting Allowed
|
|
Broker Non-
Votes
|
|
Abstentions/ Withhold Votes
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Election of Directors
|
|
Plurality of the votes cast
|
|
No
|
|
No effect
|
|
No effect
|
2.
|
Ratification of Independent Auditors
|
|
Majority of votes cast
|
|
Yes
|
|
Not applicable
|
|
No effect
|
3.
|
Advisory Vote to Approve Executive Compensation
|
|
Majority of votes cast
|
|
No
|
|
No effect
|
|
No effect
|
4.
|
Approval of the Toll Brothers, Inc. Senior Officer Bonus Plan
|
|
Majority of votes cast
|
|
No
|
|
No effect
|
|
Against
|
Name of Beneficial Owner
|
|
Amount and Nature of
Beneficial Ownership(1)
|
|
Percent of
Common Stock
|
||
|
|
|
|
|
||
BlackRock, Inc. (2)
|
|
14,993,902
|
|
|
8.55
|
%
|
40 East 52nd Street
New York, New York 10022
|
|
|
|
|
||
Goldman Sachs Asset Management (3)
|
|
12,040,221
|
|
|
6.86
|
%
|
200 West Street,
New York, NY 10282
|
|
|
|
|
||
The Vanguard Group (4)
|
|
9,487,538
|
|
|
5.41
|
%
|
100 Vanguard Blvd.
Malvern, PA 19355
|
|
|
|
|
||
Robert I. Toll (5)
|
|
12,864,599
|
|
|
7.25
|
%
|
250 Gibraltar Road
Horsham, Pennsylvania 19044
|
|
|
|
|
||
Bruce E. Toll (6)
|
|
3,776,437
|
|
|
2.15
|
%
|
Robert S. Blank
|
|
121,849
|
|
|
*
|
|
Edward G. Boehne
|
|
164,632
|
|
|
*
|
|
Richard J. Braemer
|
|
269,440
|
|
|
*
|
|
Christine N. Garvey
|
|
64,833
|
|
|
*
|
|
Carl B. Marbach (7)
|
|
239,092
|
|
|
*
|
|
Stephen A. Novick
|
|
127,882
|
|
|
*
|
|
Paul E. Shapiro
|
|
250,530
|
|
|
*
|
|
Douglas C. Yearley, Jr.
|
|
683,883
|
|
|
*
|
|
Richard T. Hartman
|
|
200,075
|
|
|
*
|
|
Martin P. Connor
|
|
120,836
|
|
|
*
|
|
All directors and executive officers as a group (12 persons) (1)(8)
|
|
18,884,088
|
|
|
10.54
|
%
|
(1)
|
Shares issuable pursuant to restricted stock units (“RSUs”) and options exercisable within 60 days after the Record Date are deemed to be beneficially owned. Accordingly, the information presented above includes the following numbers of shares of common stock underlying RSUs and options held by the following individuals, and all directors and executive officers as a group: Mr. Robert I. Toll,
1,868,237
shares; Mr. Bruce E. Toll,
112,210
shares; Mr. Blank,
120,057
shares; Mr. Boehne,
127,482
shares; Mr. Braemer,
112,210
shares; Ms. Garvey,
64,633
shares; Mr. Marbach,
126,906
shares; Mr. Novick,
126,482
shares; Mr. Shapiro,
122,732
shares; Mr. Yearley,
596,574
shares; Mr. Hartman,
173,160
shares; Mr. Connor,
116,726
shares; and all directors and executive officers as a group,
3,667,409
shares.
|
(2)
|
BlackRock, Inc. (“BlackRock”) filed a Schedule 13G/A on January 22, 2015 which states that BlackRock has sole voting power with respect to 14,040,880 shares and sole dispositive power with respect to 14,993,902 shares. According to the Schedule 13G/A filed by BlackRock, various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares, and no one person’s interest in our common stock was more than 5% of the total outstanding common stock, as of the date the Schedule 13G/A was filed.
|
(3)
|
Goldman Sachs Asset Management L.P. and GS Investment Strategies, LLC ("GSAM") filed a Schedule 13G on February 13, 2014 which states that GSAM has shared voting power with respect to 11,966,167 shares and shared dispositive power with respect to 12,040,221 shares. According to the Schedule 13G filed by GSAM, various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares, and no one person’s interest in our common stock was more than 5% of the total outstanding common stock, as of the date the Schedule 13G was filed.
|
(4)
|
The Vanguard Group ("Vanguard") filed a Schedule 13G on February 12, 2014, which states that Vanguard has sole dispositive power with respect to 9,360,344 shares, sole voting power with respect to 147,294 shares, and shared
|
(5)
|
Amount includes 133,155 shares held by trusts for Mr. Robert I. Toll’s children and grandchildren, of which Mrs. Jane Toll, Mr. Robert I. Toll’s spouse, is a trustee with voting and dispositive power and as to which he disclaims beneficial ownership. Amount includes 4,950,316 shares pledged to financial institutions to secure personal obligations of Mr. Robert I. Toll.
|
(6)
|
Amount includes 3,192,932 shares pledged to financial institutions to secure obligations of The Bruce E. Toll Revocable Trust (of which Mr. Bruce E. Toll is the sole trustee).
|
(7)
|
Amount includes an aggregate of
9,400
shares beneficially owned by individual retirement accounts (“IRAs”) for the benefit of Mr. Marbach and his wife. Mr. Marbach disclaims beneficial ownership of the 4,700 shares held by his wife’s IRA.
|
(8)
|
The Board of Directors, after reviewing the functions of all of our officers, both in terms of designated functions and functions actually performed, has determined that only Messrs. Robert I. Toll, Douglas C. Yearley, Richard T. Hartman and Martin P. Connor are deemed to be executive officers of the Company for purposes of Item 403 of Regulation S-K of the Securities Exchange Commission ("SEC").
|
Name
|
Leadership
|
Industry
|
Operating
|
Accounting
and
Financial
|
Business Development and Marketing
|
Corporate Governance and Law
|
Other Board Experience
|
|
|
|
|
|
|
|
|
Robert I. Toll
|
ü
|
ü
|
ü
|
|
ü
|
ü
|
ü
|
Bruce E. Toll
|
ü
|
ü
|
ü
|
ü
|
ü
|
|
ü
|
Douglas C. Yearley, Jr.
|
ü
|
ü
|
ü
|
|
ü
|
ü
|
|
Robert S. Blank
|
ü
|
|
|
ü
|
ü
|
ü
|
ü
|
Edward G. Boehne
|
ü
|
|
|
ü
|
ü
|
ü
|
ü
|
Richard J. Braemer
|
ü
|
ü
|
|
ü
|
ü
|
ü
|
ü
|
Christine N. Garvey
|
ü
|
ü
|
ü
|
ü
|
|
ü
|
ü
|
Carl B. Marbach
|
ü
|
|
ü
|
ü
|
ü
|
|
|
Stephen A. Novick
|
ü
|
|
|
|
ü
|
ü
|
ü
|
Paul E. Shapiro
|
ü
|
|
ü
|
ü
|
ü
|
ü
|
ü
|
|
|
2014
|
|
2013
|
||||
|
|
|
|
|
||||
Audit Fees (1)
|
|
$
|
1,313,831
|
|
|
$
|
1,298,645
|
|
Audit-Related Fees (2)
|
|
40,485
|
|
|
31,995
|
|
||
Tax Fees (3)
|
|
40,000
|
|
|
23,398
|
|
||
All Other Fees
|
|
—
|
|
|
—
|
|
||
|
|
$
|
1,394,316
|
|
|
$
|
1,354,038
|
|
(1)
|
“Audit Fees” include fees billed for (a) the audit of Toll Brothers, Inc. and its consolidated subsidiaries, (b) the audit of the Company’s internal control over financial reporting, (c) the review of quarterly financial information, and (d) the issuance of consents and comfort letters to underwriters in various filings with the SEC.
|
(2)
|
“Audit-Related Fees” include fees billed for audits of a certain joint venture in which we have an interest, workpaper review of an acquired entity, and fees for the use of the independent auditors’ technical accounting research tool.
|
(3)
|
“Tax Fees” include fees billed for consulting on tax planning matters and tax compliance matters.
|
Name and Position
|
|
|
|
|
|
|
|
Robert I. Toll, Executive Chairman
|
|
(1
|
)
|
Douglas C. Yearley, Jr., Chief Executive Officer
|
|
(1
|
)
|
Richard T. Hartman, President and Chief Operating Officer
|
|
(1
|
)
|
Martin P. Connor, Chief Financial Officer
|
|
(1
|
)
|
Current Executive Officers as a Group
|
|
(2
|
)
|
Non-Executive Director Group
|
|
(3
|
)
|
Non-Executive Officer Employee Group
|
|
(3
|
)
|
(1)
|
For the Awards already established by the Compensation Committee under the Senior Officer Plan, assuming stockholder approval of the Senior Officer Plan and assuming the same actual performance as in fiscal 2014, the Compensation Committee would have the ability to award up to the Award Cap of $8.5 million to each participant; however, the Compensation Committee has never awarded the maximum allowable amount to these participants under the existing Senior Officer Plan and has consistently awarded amounts that are far less than the maximum permissible. For example, in fiscal 2014, the Compensation Committee could have awarded up to $8.5 million to each of the NEOs under the terms of the Senior Officer Plan; however, the Compensation Committee, in its discretion, awarded bonuses of $1,500,000, $2,300,000, $800,000, and $800,000 to each of Mr. Robert I. Toll, Mr. Yearley, Mr. Hartman, and Mr. Connor, respectively, for fiscal 2014.
|
(2)
|
There are four current executive officers who are currently eligible for the Senior Officer Plan in fiscal 2015: Mr. Robert I Toll, Mr. Yearley, Mr. Hartman, and Mr. Connor. If each executive officer was awarded the maximum potential Award, assuming the same actual performance as in fiscal 2014, the aggregate amount paid to such executive officers as a group could equal four times the Award Cap. However, as noted above, the Compensation Committee has never awarded the maximum allowable amount payable under the Senior Officer Plan and has consistently awarded amounts that are far less than the maximum permissible.
|
(3)
|
There are no non-executive directors or non-executive officer employees who are participants in the Senior Officer Plan.
|
Plan Category
|
|
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options,
Warrants
and Rights(1)
|
|
Weighted-
Average
Exercise Price
of Outstanding
Options,
Warrants
and Rights(2)
|
|
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in Column(a))
|
||||
|
|
|
|
|
|
|
||||
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
|
|
(In thousands)
|
|
|
|
(In thousands)
|
||||
Equity compensation plans approved by security holders
|
|
10,647
|
|
|
$
|
25.9396
|
|
|
8,821
|
|
Equity compensation plans not approved by security
holders
|
|
—
|
|
|
|
|
—
|
|
||
Total
|
|
10,647
|
|
|
$
|
25.9396
|
|
|
8,821
|
|
(1)
|
Amount includes 9,358,000 shares and 1,289,000 shares of stock options and RSUs, respectively, outstanding as of
October 31, 2014
. The amount of performance-based RSUs, which is included in the RSU amount, reflects the maximum number of shares that could be issued under the fiscal 2014 award as further described under "Performance-Based RSUs" on page 36.
|
(2)
|
The weighted-average exercise price does not take into account the 1,289,000 shares of RSUs outstanding as of
October 31, 2014
.
|
•
|
presiding over all executive sessions and other meetings of the independent directors;
|
•
|
acting as principal liaison between the Executive Chairman of the Board, the CEO and the non-independent directors, on the one hand, and the independent directors, on the other hand;
|
•
|
serving as the director whom stockholders may contact;
|
•
|
leading the process for evaluating the Board of Directors and the committees of the Board of Directors;
|
•
|
participating in the communication of sensitive issues to the other directors; and
|
•
|
performing such other duties as the Board of Directors may deem necessary and appropriate from time to time.
|
Name
|
Independent
|
Audit and Risk Committee
|
Executive Compensation
Committee
|
Nominating
& Corporate
Governance
Committee
|
Public Debt & Equity
Securities
Committee
|
|
|
|
|
|
|
Robert I. Toll
|
|
|
|
|
|
Bruce E. Toll
|
|
|
|
|
M
|
Douglas C. Yearley, Jr.
|
|
|
|
|
|
Robert S. Blank
|
ü
|
|
|
M
|
M
|
Edward G. Boehne
|
ü
|
M
|
|
C
|
|
Richard J. Braemer
|
ü
|
|
|
|
C
|
Christine N. Garvey
|
ü
|
M
|
|
|
|
Carl B. Marbach
|
ü
|
M
|
C
|
|
M
|
Stephen A. Novick
|
ü
|
|
M
|
M
|
|
Paul E. Shapiro
|
ü
|
C
|
M
|
|
|
•
|
acting on behalf of our Board to discharge the Board’s responsibilities relating to the quality and integrity of our financial statements;
|
•
|
overseeing our compliance with legal and regulatory requirements;
|
•
|
overseeing risk oversight and assessment;
|
•
|
the appointment, qualifications, performance and independence of the independent registered public accounting firm;
|
•
|
pre-approval of all audit engagement fees and terms, all internal-control related services and all permitted non-audit engagements (including the terms thereof) with the independent auditor; and
|
•
|
review of the performance of our internal audit function.
|
•
|
establishing our compensation philosophy and objectives;
|
•
|
overseeing the implementation and development of our compensation programs;
|
•
|
annually reviewing and approving corporate goals and objectives relevant to the compensation of the Executive Chairman of the Board and CEO;
|
•
|
evaluating the performance of the Executive Chairman of the Board and CEO in light of those goals and objectives and determining each of the Executive Chairman of the Board’s and CEO’s compensation level based on these evaluations;
|
•
|
reviewing and approving all elements and levels of compensation for our executive officers and any other officers recommended by the Board;
|
•
|
discussing the results of the stockholder advisory vote on Say on Pay;
|
•
|
making recommendations to the Board with respect to incentive compensation plans and equity-based plans;
|
•
|
administering (in some cases, along with the Board) all of our stock-based compensation plans, as well as the Senior Officer Plan and the SERP;
|
•
|
reviewing and approving, or making recommendations to the full Board regarding, equity-based awards; and
|
•
|
reviewing our regulatory compliance with respect to compensation matters.
|
•
|
identifying individuals qualified to become members of the Board and recommending to the Board the nominees for election to the Board;
|
•
|
evaluating from time to time the appropriate size of the Board and recommending any changes in the composition of the Board so as to best reflect our objectives;
|
•
|
assessing annually the composition of the Board, including a review of Board size, the skills and qualifications represented on the Board, and director tenure;
|
•
|
evaluating and making recommendations to the Board with respect to the compensation of the non-management directors;
|
•
|
adopting and reviewing, at least annually, corporate governance guidelines consistent with the requirements of the NYSE;
|
•
|
establishing procedures for submission of recommendations or nominations of candidates to the Board by stockholders;
|
•
|
reviewing the Board’s committee structure;
|
•
|
reviewing proposed changes to our governance instruments;
|
•
|
reviewing and recommending director orientation and continuing orientation programs;
|
•
|
reviewing and approving related person transactions; and
|
•
|
The Board held four regular meetings and one special meeting during our 2014 fiscal year.
|
•
|
All directors attended over 75% or more of the meetings of the Board and Board Committees on which they served.
|
•
|
Our independent directors hold separate meetings. Edward G. Boehne, our Lead Independent Director, acts as chair at meetings of the independent directors. During our 2014 fiscal year, the independent directors met four times.
|
•
|
Board Retainer
. The principal form of compensation for non-management directors for their service as directors is an annual retainer, consisting of a combination of cash and equity, with an annual aggregate value of
$160,000
as follows:
|
•
|
Cash
. Each non-management director receives one-third of the annual retainer in cash.
|
•
|
Equity
. The equity portion of the annual retainer for a non-management director consists of two components: (a) non-qualified stock options having a grant date fair value of one-third of the annual retainer and (b) RSUs having a grant date fair value of one-third of the annual retainer, except that fractional shares and options are not issued. These equity grants are issued pursuant to the Directors Plan for the non-employee directors and the Stock Incentive Plan for Employees (2014) for Mr. Bruce E. Toll.
|
•
|
Committee Retainer
. Each member of the Audit Committee, the Governance Committee, and the Compensation Committee receives annually, for service on each such Committee, a combination of cash and equity with a grant date fair value of
$20,000
as follows (except that fractional shares and options are not issued): (a) one-third of this amount in cash; (b) non-qualified stock options having a grant date fair value of one-third of this amount; and (c) RSUs having a grant date fair value of one-third of this amount, in each case with the same material terms described above under “Equity.” In addition, the Chair of each of these committees receives an additional annual cash retainer of
$10,000
.
|
•
|
Attendance at Board and Committee Meetings
. Directors, Committee Chairs and Committee members do not receive any additional compensation for attendance at Board or Committee meetings.
|
•
|
Lead Independent Director
. The Lead Independent Director, Edward G. Boehne, receives annually
$10,000
in cash for his services in that capacity.
|
Name
|
|
Fees
Earned or
Paid in
Cash ($)
|
|
Stock
Awards
($)(1)(2)
|
|
Option
Awards
($)(3)(4)
|
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings ($)
|
|
All Other
Compensation
($)(5)
|
|
Total ($)
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Robert S. Blank
|
|
$
|
63,336
|
|
|
$
|
63,323
|
|
|
$
|
64,534
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
191,193
|
|
Edward G. Boehne
|
|
$
|
86,670
|
|
|
$
|
66,663
|
|
|
$
|
67,933
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
221,266
|
|
Richard J. Braemer
|
|
$
|
61,668
|
|
|
$
|
56,678
|
|
|
$
|
57,737
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
176,083
|
|
Christine N. Garvey
|
|
$
|
60,002
|
|
|
$
|
59,983
|
|
|
$
|
61,135
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
181,120
|
|
Carl B. Marbach
|
|
$
|
80,004
|
|
|
$
|
70,004
|
|
|
$
|
71,331
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
221,339
|
|
Stephen A. Novick
|
|
$
|
66,670
|
|
|
$
|
66,663
|
|
|
$
|
67,933
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
201,266
|
|
Paul E. Shapiro
|
|
$
|
76,670
|
|
|
$
|
66,663
|
|
|
$
|
67,933
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
211,266
|
|
Bruce E. Toll
|
|
$
|
56,668
|
|
|
$
|
56,678
|
|
|
$
|
57,737
|
|
|
$
|
—
|
|
|
$
|
460,215
|
|
|
$
|
631,298
|
|
(1)
|
Annual RSU grants to non-management directors are made during the first quarter of each fiscal year for service on the Board and Board committees during the immediately preceding fiscal year; accordingly, the values reflected in the table above are values of grants for service in fiscal 2013.
|
(2)
|
The non-management directors held the following amounts of outstanding RSUs at
October 31, 2014
: Mr. Blank,
3,767
units; Mr. Boehne,
3,965
units; Mr. Braemer,
3,371
units, Ms. Garvey,
3,568
units; Mr. Marbach,
4,164
units; Mr. Novick,
3,965
units; Mr. Shapiro,
3,965
units; and Mr. Toll,
3,371
units.
|
(3)
|
The annual stock option grants to non-management directors are made during the first quarter of each fiscal year for service on the Board and Board committees during the immediately preceding fiscal year; accordingly, the values reflected in the table above are values of grants for service in fiscal 2013.
|
(4)
|
The non-management directors held unexercised stock options to acquire the following amounts of our common stock at October 31, 2014: Mr. Blank,
150,862
shares; Mr. Boehne,
126,224
shares; Mr. Braemer,
141,140
shares; Ms. Garvey,
63,501
shares; Mr. Marbach,
158,585
shares; Mr. Novick,
158,224
shares; Mr. Shapiro,
153,474
shares; and Mr. Bruce E. Toll,
141,140
shares.
|
(5)
|
“All Other Compensation” consists of the following annual compensation and benefits provided to Mr. Bruce E. Toll pursuant to the Advisory Agreement. See “Other Director Compensation Arrangements,” above.
|
Annual compensation under Advisory Agreement
|
|
$
|
450,000
|
|
Contribution to Company 401(k) plan
|
|
10,215
|
|
|
Total
|
|
$
|
460,215
|
|
|
Page
|
|
|
|
|
2014 Company Performance
|
25
|
|
Executive Compensation Program Highlights
|
27
|
|
Compensation Philosophy and Objectives
|
27
|
|
Compensation Decision-Making Process
|
29
|
|
Elements of Compensation
|
32
|
|
Cash Compensation Decisions
|
32
|
|
Long-Term Incentive Compensation Decisions
|
35
|
|
Benefits and Perquisites
|
37
|
|
Other Compensation Practices and Policies
|
39
|
|
•
|
Revenues
: Our revenues in fiscal
2014
of
$3.91 billion
and home building deliveries of
5,397 units
rose
46%
in dollars and
29%
in units compared to fiscal
2013
and were the highest for any fiscal year since fiscal 2007.
|
•
|
Income
: Our pre-tax income improved to
$504.6 million
in fiscal
2014
, compared to pre-tax income of
$267.7 million
in fiscal
2013
. We reported net income of
$340.0 million
, or
$1.84
per share diluted, compared to net income of
$170.6 million
in fiscal
2013
, or
$0.97
per share diluted.
|
•
|
Gross Margin
: Our gross margin for fiscal
2014
was
21.2%
, compared to
20.2%
for fiscal 2013.
|
•
|
Contracts
: Our net contracts signed in fiscal
2014
of
$3.90 billion
rose
7%
compared to fiscal
2013
and were the highest for any fiscal year since 2006.
|
•
|
Backlog
: Our fiscal year end
2014
backlog was
$2.72 billion
, up
3%
compared to fiscal
2013
and was the highest for any fiscal year since 2007.
|
•
|
Selling, General and Administrative Expenses (“SG&A”)
:
Our SG&A as a percentage of revenue improved to
11.1%
compared to
12.7%
for fiscal
2013
.
|
•
|
Operating Margin
: Our operating margin improved to 10.2% for fiscal 2014 from 7.5% for fiscal 2013.
|
•
|
Joint Venture and Other Income:
In fiscal 2014, we produced $107.3 million in pre-tax income from our joint ventures, our other ancillary operations, and other sources, compared to $66.6 million in fiscal 2013.
|
•
|
Growth in a Recovering Economy
: As the housing market progresses through the early stages of the recovery, we have made significant progress in growing our revenues and profits. Since the recent low point in fiscal 2011, our revenues and net income have increased at compound annual growth rates of 38% and 104%, respectively.
|
•
|
Integration of Shapell Acquisition
. In fiscal 2014, we completed the integration of the Shapell Homes acquisition that closed in February 2014 and was the largest acquisition in the Company's history. With Shapell, at fiscal year-end, we were selling homes from 25 communities in California representing 9.5% of the Company’s total selling communities, compared to 9 communities representing 4.0% of our total a year before. In fiscal 2014, we also completed selective sales of Shapell land which were part of our strategy to reduce land concentration and outstanding borrowings following the closing of the acquisition.
|
•
|
Focus on Growth Opportunities
: In fiscal 2014, we continued to strategically grow our land holdings in key markets, extend our product offerings across geographies, diversify our business lines, and strengthen our financial position.
|
◦
|
In California, the $1.6 billion acquisition of Shapell Homes gave us approximately 5,000 home sites in established coastal communities in the California markets surrounding Los Angeles and San Francisco, enabling us to significantly expand our California operations.
|
◦
|
In Texas, we opened four large master planned communities, where we will build homes and sell lots to other builders, which will generate future additional income.
|
◦
|
Toll Brothers City Living, which is heavily concentrated in the urban metro New York City market, currently has 837 units in projects open or soon to be open for sale with another 1,203 units we control that are in the approval process.
|
◦
|
Toll Brothers Apartment Living continues to expand our pipeline of urban and suburban for-rent projects. We currently have 1,441 units under management, 1,920 in construction, and nearly 3,000 in planning.
|
•
|
Honors
: We were named "Builder of the Year" by
Builder
magazine. In addition, the Company and several of our executives were recognized in
Institutional Investor
magazine's 2015 All-America Executive Team survey of the investment community.
|
◦
|
We were named Most Honored Company in the Home Building and Building Products sector among the 37 companies receiving nominations. We also ranked 8th overall among the approximately 2,000 companies receiving votes in this year's survey of the buy-side and sell-side analyst community.
|
◦
|
Our CEO and CFO were named to the All-America Executive Team with each receiving recognition from both the buy-side and sell-side communities within the Homebuilders & Building Products sector.
|
•
|
A balanced mix of annual cash and longer-term equity incentives that reward our NEOs for current performance and align their interests with long-term performance and long-term stockholder value creation.
|
•
|
Long-term equity incentive grants with multi-year vesting periods and retirement benefits to encourage retention of our NEOs.
|
•
|
No NEO employment agreements, severance plans, or agreements that provide “golden parachute” cash payouts for our NEOs conditioned upon a change of control or excise tax gross-ups. Benefits conditioned upon a change of control are limited to vesting and potential payment of existing Supplemental Executive Retirement Plan ("SERP") benefits and vesting of previously granted equity compensation.
|
•
|
A structure for NEO incentive compensation that is designed to comply with tax Code requirements for deductibility.
|
•
|
Stock ownership requirements for our NEOs and policies restricting NEOs hedging and pledging of Company shares.
|
•
|
Set compensation levels that are sufficiently competitive to attract, motivate, and reward the highest quality individuals to contribute to our goals and overall financial success
. By keeping compensation competitive during times of growth as well as contraction, the Compensation Committee attempts to achieve these objectives.
|
•
|
Retain executives and encourage continued service
. The Compensation Committee seeks not only to attract but also to maintain the continuity of our excellent management team. The Compensation Committee believes our stockholders have historically benefited from the continued employment of our NEOs over an extended period of time—the Executive Chairman, who co-founded our business in 1967; the CEO, who joined the Company in 1990 and served in various senior management positions during the 20 years
|
•
|
Incentivize executives to manage risks appropriately while attempting to improve our financial results, performance, and condition over both the short-term and the long-term
. The Compensation Committee provides both short-term and long-term compensation for current performance, as well as to provide incentives to achieve short- and long-term goals. Because of the nature of our business and the way we operate our business and implement our strategies, we may not witness for several years the positive results of many decisions made or actions taken by our NEOs in any current fiscal year, including those in connection with land purchased and strategies implemented to manage risks and position us for growth. The Compensation Committee, by seeking a balance of short-term and long-term compensation, seeks to motivate and reward NEOs for decisions made today that may not produce immediate or short-term results, but are intended and expected to have a positive long-term effect.
|
•
|
Align executive and stockholder interests
. The Compensation Committee believes that the use of equity compensation, including use of RSU grants as a key component of executive compensation, is a valuable tool for aligning the interests of our NEOs with those of our stockholders, including the use of such compensation to reward actions that demonstrate long-term vision. When management and stockholder interests are aligned, the Compensation Committee believes management’s focus on creating long-term growth and value is increased.
|
•
|
Consider tax deductibility for incentive compensation
. The Compensation Committee believes that tax deductibility for the Company is a favorable feature for an executive incentive compensation program. Although the Compensation Committee may award compensation to NEOs that is not tax-deductible when it deems that such compensation is in the best interests of the Company, it generally attempts to structure compensation for NEOs to meet the Code requirements for deductibility, including deductibility of compensation awarded under performance-based compensation plans.
|
|
|
Compensation Committee Action Taken
|
|
|
|
December 2013
|
|
Set 2014 performance goals for fiscal 2014 annual incentive bonus and performance-based RSU awards and fixed target number of 2014 performance-based RSU awards for NEOs
Set 2014 base salaries for the NEOs
|
|
|
|
June 2014
|
|
Reviewed the Say on Pay voting results from the 2014 annual meeting of stockholders
Reviewed 2013 NEO compensation compared to our Peer Group
Reviewed a market assessment prepared by the Committee's independent compensation consultant of 2013 senior executive pay versus performance for the Company compared to the Peer Group
Reviewed Company financial results compared to the Peer Group for the prior fiscal year and the current fiscal year to date
Consulted with the independent compensation consultant regarding industry trends in executive compensation
|
|
|
|
November 2014
|
|
Reviewed Company projected fiscal 2014 financial results compared to the Peer Group
Reviewed market assessment prepared by the independent compensation consultant of 2013 senior executive pay versus projected Company 2014 performance compared to the Peer Group
Held preliminary discussions regarding NEO individual performance during fiscal 2014
|
|
|
|
December 2014
|
|
Reviewed Company fiscal 2014 financial results compared to the Peer Group
Reviewed market assessment prepared by the independent compensation consultant of potential 2014 Company senior executive pay versus actual performance for the Company compared to the Peer Group
Reviewed each NEO’s individual performance during fiscal 2014
Reviewed fiscal 2014 performance goals and certified the level of performance attained for annual incentive bonus eligibility and performance-based RSU payouts
Determined fiscal 2014 annual incentive bonuses for the NEOs
Determined and granted equity awards for fiscal 2014 performance
|
•
|
Robert I. Toll
served as our Chief Executive Officer and Chairman of the Board from our inception until June 2010 when he assumed the new position of Executive Chairman of the Board. The Compensation Committee noted his continuing guidance and oversight with respect to Company strategy, particularly with respect to land acquisition as well as product and geographic expansion.
|
•
|
Douglas C. Yearley
has been our Chief Executive Officer since June 2010. The Compensation Committee particularly noted his leadership in planning and guiding our growth and profitability, diversifying our business lines, and growing our land holdings in key markets, including through the successful integration of the Shapell acquisition. The Compensation Committee recognized his continued efforts to enhance our brand, which were reflected in the Company being named "Builder of Year" by
Builder
magazine. The Compensation Committee also noted his ability to communicate with, and represent us before, the media, banking, and investor communities.
|
•
|
Richard T. Hartman
has been our Chief Operating Officer since January 2012 and our President since January 2013. The Compensation Committee noted his significant contributions to the strong 2014 fiscal year experienced by the Company as the principal officer in charge of sales and home building activities, which included major strides in geographical and product expansion in addition to improvements in processes and margin. The Compensation Committee also recognized his oversight of the successful integration of the Shapell acquisition into the Company's operations.
|
•
|
Martin P. Connor
has been our Chief Financial Officer since September 2010. The Compensation Committee recognized his ability to work productively with all divisions and personnel in controlling our costs, preserving our cash, enhancing our balance sheet, and containing risk. The Compensation Committee also noted his successful execution of a cash generation strategy to reduce the Company's debt and net debt to capital ratio following the Shapell acquisition.
|
Beazer Homes USA, Inc.
|
|
Lennar Corporation
|
|
NVR, Inc.
|
D. R. Horton, Inc.
|
|
M. D. C. Holdings, Inc.
|
|
PulteGroup, Inc.
|
Hovnanian Enterprises, Inc.
|
|
M/I Homes, Inc.
|
|
The Ryland Group, Inc.
|
KB Home
|
|
Meritage Homes Corporation
|
|
Standard Pacific Corp.
|
|
|
|
|
Taylor Morrison Home Corporation
|
Element
|
|
Purpose
|
|
Characteristics
|
|
|
|
|
|
Cash Compensation—Base Salary
|
|
Provide a fundamental level of compensation to the NEOs for performing their roles and assuming their levels of executive responsibility.
|
|
Fixed cash component. Annually reviewed by the Compensation Committee and adjusted from time to time, based on our Peer Group and individual performance.
|
|
|
|
|
|
Cash Compensation—
Annual Incentive Bonus
|
|
Promote improvement of our financial results, performance and condition; intended to be a short-term incentive to drive achievement of performance goals in a particular fiscal year, while discouraging inappropriate risk-taking and not deterring achievement of our long-term goals and initiatives.
|
|
Annual incentive bonuses have been primarily paid in cash. Performance-based bonus opportunity for fiscal 2014 is based on the achievement of consolidated revenue and pre-tax income targets set by the Compensation Committee.
|
|
|
|
|
|
Equity Compensation—
Long-Term Incentives
|
|
Promote the achievement of our long-term financial goals and stock price appreciation by aligning NEO and stockholder interests, promoting NEO retention and rewarding NEOs for superior performance over time.
|
|
Equity awards granted annually by the Compensation Committee, pursuant to stockholder approved plans, with four-year vesting. For fiscal 2014 performance, long-term incentive compensation was in the form of stock options and performance-based RSUs. Performance-based RSU payout is contingent on achievements of performance targets set by the Compensation Committee in the areas of pre-tax income, home building margin, and units delivered.
|
|
|
|
|
|
Benefits and Perquisites, Including Retirement Benefits
|
|
Provide health and welfare benefits during employment and a program for income upon retirement. Designed to retain and reward NEOs by providing an overall benefits package competitive with those provided by comparable companies.
|
|
Health and welfare benefits may vary based on employee elections. Perquisites and other benefits may vary from year to year. Retirement benefits, such as the SERP (see “Benefits and Perquisites” below), also vary based on compensation and years of service.
|
|
|
Calendar 2014 Salary
|
|
Calendar 2013 Salary
|
||||
|
|
|
|
|
||||
Robert I. Toll
|
|
$
|
1,000,000
|
|
|
$
|
1,000,000
|
|
Douglas C. Yearley, Jr.
|
|
$
|
1,000,000
|
|
|
$
|
1,000,000
|
|
Richard T. Hartman
|
|
$
|
1,000,000
|
|
|
$
|
950,000
|
|
Martin P. Connor
|
|
$
|
850,000
|
|
|
$
|
800,000
|
|
Performance Metric
|
|
100% Eligibility
|
|
50% Eligibility (80%)
|
Consolidated Revenues
|
|
≥
$3.417 billion (50%)
|
|
≥
$2.7336 billion (25%)
|
Pre-tax Income (1)
|
|
≥
$458,389,800 (50%)
|
|
≥
$366,711,840 (25%)
|
(1)
|
Excluding impairments and certain other items considered non-recurring in nature in accordance with the Senior Officer Plan. Additional information regarding the calculation of the pre-tax income performance metric can be found under "2014 Performance RSUs" on page 37.
|
|
|
Base Salary
|
|
Annual Incentive
Bonus
|
|
Total Fiscal 2014
Cash Compensation
|
||||||
|
|
|
|
|
|
|
||||||
Robert I. Toll
|
|
$
|
1,000,000
|
|
|
$
|
1,500,000
|
|
|
$
|
2,500,000
|
|
Douglas C. Yearley, Jr.
|
|
$
|
1,000,000
|
|
|
$
|
2,300,000
|
|
|
$
|
3,300,000
|
|
Richard T. Hartman (1)
|
|
$
|
991,667
|
|
|
$
|
800,000
|
|
|
$
|
1,791,667
|
|
Martin P. Connor (1)
|
|
$
|
841,667
|
|
|
$
|
800,000
|
|
|
$
|
1,641,667
|
|
(1)
|
Reflects base salary earned during fiscal 2014. Base salary is paid on a calendar year basis; the 2014 calendar year salaries for Mr. Hartman and Mr. Connor were $1,000,000 and
$850,000
, respectively.
|
•
|
align the interests of our NEOs with those of our stockholders;
|
•
|
balance long-term operating decisions with short-term objectives;
|
•
|
serve as a particular incentive for NEOs to devote themselves to our future success by providing NEOs with an opportunity to increase their proprietary interest in the Company;
|
•
|
motivate NEOs to achieve long-term financial results that may ultimately cause an increase in the market price of our stock;
|
•
|
balance overall NEO compensation between long-term and short-term compensation; and
|
•
|
retain NEOs in our employ.
|
|
Option Grant for
2014 Performance
|
|
|
|
|
Robert I. Toll
|
100,000
|
|
Douglas C. Yearley, Jr.
|
160,000
|
|
Richard T. Hartman
|
43,000
|
|
Martin P. Connor
|
34,000
|
|
2014 Performance Metric
|
|
Minimum (90%)
|
|
Target (100%)
|
|
Maximum (110%)
|
|
Fiscal 2014 Actual
|
||||
|
|
|
|
|
|
|
|
|
||||
Pre-tax Income (1)
|
|
$458,389,800
|
|
$509,322,000
|
|
$560,254,200
|
|
$558,438,000
|
||||
Home Building Margin (1)(2)
|
|
23.90
|
%
|
|
26.56
|
%
|
|
29.22
|
%
|
|
25.97
|
%
|
Units Delivered
|
|
5,040
|
|
|
5,600
|
|
|
6,160
|
|
|
5,397
|
|
(1)
|
The following items, to the extent disclosed in a press release or conference call, are excluded from these performance metrics:
|
•
|
Restructuring and severance costs pursuant to a plan approved by the Board, CEO and/or President and COO
|
•
|
Gains or losses from litigation or claims, natural disasters, terrorism, fraud, or fraud investigations
|
•
|
Effect of changes in laws, regulations, or accounting principles
|
•
|
The gain or loss from the sale or discontinuance of a business segment, division, or unit and the budgeted, unrealized earnings before interest, taxes, depreciation, and amortization (EBITDA) for this business segment, division, or unit
|
•
|
Extraordinary items as defined by generally accepted accounting principles or non-recurring items
|
•
|
Write down or impairment of assets or joint venture investments
|
•
|
Stock based compensation overages or underages compared to budget
|
•
|
Out-of-period charges or credits
|
•
|
Expense of an acquisition
|
•
|
Gains or losses from derivative transactions
|
(2)
|
Defined as home building cost of sales, excluding interest expense, as a percentage of home building revenue
|
Position
|
|
Multiple
|
|
|
|
Executive Chairman and CEO
|
|
3.0 x base salary
|
Other Executive Officers
|
|
1.0 x base salary
|
Directors
|
|
3.0 x annual cash retainer
|
•
|
shares of stock owned by the executive officer or director, including shares held in a trust controlled by the executive officer or director, by a spouse or by minor children that are deemed beneficially owned by the executive officer or director under Rule 13d-3 under the Exchange Act;
|
•
|
one-third of the shares underlying vested stock options that were “in the money” at the beginning of the fiscal year of review; and
|
•
|
shares of stock underlying vested performance stock units, RSUs, and restricted stock awards, regardless of provisions relating to delivery.
|
•
|
the percentage of the individual’s equity holdings that are currently pledged;
|
•
|
the percentage of the Company’s outstanding class of equity securities represented by the number of securities of that class being pledged;
|
•
|
the market value of the securities being pledged and the total market value of the Company’s outstanding equity securities;
|
•
|
the historical trading volume of the Company’s equity securities; and
|
•
|
any compelling needs of the individual justifying the pledge transaction under the circumstances.
|
Name and Principal
Position
|
|
Year
|
|
Salary
($)
|
|
Stock
Awards
($)(1)
|
|
Option
Awards
($)(1)
|
|
Non-Equity
Incentive Plan
Compensation
($)(2)
|
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(3)
|
|
All Other
Compensation
($)(4)
|
|
Total
($)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Robert I. Toll
|
|
2014
|
|
1,000,000
|
|
|
4,699,732
|
|
|
1,302,000
|
|
|
1,500,000
|
|
|
368,131
|
|
|
163,356
|
|
|
9,033,219
|
|
Executive Chairman of the Board
|
|
2013
|
|
1,000,000
|
|
|
5,049,939
|
|
|
1,351,000
|
|
|
1,500,000
|
|
|
—
|
|
|
124,045
|
|
|
9,024,984
|
|
2012
|
|
1,057,692
|
|
|
4,100,000
|
|
|
878,000
|
|
|
2,500,000
|
|
|
816,478
|
|
|
94,173
|
|
|
9,446,343
|
|
||
Douglas C. Yearley, Jr.
|
|
2014
|
|
1,000,000
|
|
|
3,516,000
|
|
|
3,016,230
|
|
|
2,300,000
|
|
|
198,902
|
|
|
40,922
|
|
|
10,072,054
|
|
Chief Executive Officer
|
|
2013
|
|
1,000,000
|
|
|
3,778,000
|
|
|
2,494,500
|
|
|
2,200,000
|
|
|
57,070
|
|
|
33,744
|
|
|
9,563,314
|
|
2012
|
|
1,000,000
|
|
|
2,255,000
|
|
|
1,281,600
|
|
|
2,000,000
|
|
|
334,339
|
|
|
32,249
|
|
|
6,903,188
|
|
||
Richard T. Hartman
|
|
2014
|
|
991,667
|
|
|
1,054,800
|
|
|
796,740
|
|
|
800,000
|
|
|
163,969
|
|
|
31,079
|
|
|
3,838,255
|
|
President and Chief Operating Officer
|
|
2013
|
|
936,538
|
|
|
1,133,400
|
|
|
665,200
|
|
|
550,000
|
|
|
206,804
|
|
|
30,707
|
|
|
3,522,649
|
|
|
2012
|
|
866,154
|
|
|
102,500
|
|
|
320,400
|
|
|
500,000
|
|
|
245,482
|
|
|
28,153
|
|
|
2,062,689
|
|
|
Martin P. Connor
|
|
2014
|
|
841,667
|
|
|
879,000
|
|
|
626,010
|
|
|
800,000
|
|
|
142,288
|
|
|
24,635
|
|
|
3,313,600
|
|
Chief Financial Officer
|
|
2013
|
|
780,769
|
|
|
944,500
|
|
|
498,900
|
|
|
500,000
|
|
|
69,143
|
|
|
23,765
|
|
|
2,817,077
|
|
2012
|
|
690,385
|
|
|
451,000
|
|
|
213,600
|
|
|
400,000
|
|
|
229,476
|
|
|
20,019
|
|
|
2,004,480
|
|
(1)
|
These columns present the aggregate grant date fair value of RSUs and stock options, respectively, granted in the indicated fiscal year, calculated in accordance with ASC 718 utilizing the assumptions discussed in Note 10 in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended
October 31, 2014
, excluding the effect of estimated forfeitures. The amounts shown in these columns do not reflect compensation actually received by the NEOs. The actual value, if any, that a NEO may realize from an award is contingent upon the satisfaction of the conditions to vesting in that award, including performance conditions in the case of Performance RSUs, and, for stock options, upon the excess of the share price over the exercise price, if any, on the date the options are exercised. Thus, there is no assurance that the value, if any, eventually realized by the NEOs will correspond to the amount shown in the table.
|
(2)
|
The annual incentive bonuses for Messrs. Toll, Yearley, Hartman, and Connor for fiscal 2014 were earned based upon the terms of the Senior Officer Plan, as described on pages 33 to 34 of this proxy statement.
|
(3)
|
The amounts in this column represent the increase in the actuarial present value of accumulated benefits under the SERP for each NEO and the amount of above-market interest earned on their respective balances, if applicable, in the Deferred Compensation Plan. Messrs. Toll, Yearley, and Connor did not participate in the Deferred Compensation Plan during the fiscal years indicated in the table above. The amounts attributed to the increase or decrease in actuarial present value of SERP benefits and above-market interest on deferred compensation are as follows (see also the Pension Benefits During Fiscal
2014
table on page 46 of this proxy statement):
|
Name
|
|
Fiscal
Year
|
|
Increase (Decrease) in
Actuarial Present Value of
Accumulated
SERP Benefits ($)
|
|
Above-Market
Interest Earned on
Deferred
Compensation
|
|
Total ($)
|
|||
Robert I. Toll
|
|
2014
|
|
368,131
|
|
|
N/A
|
|
|
368,131
|
|
|
|
2013
|
|
(1,093,566
|
)
|
|
N/A
|
|
|
(1,093,566
|
)
|
|
|
2012
|
|
816,478
|
|
|
N/A
|
|
|
816,478
|
|
Douglas C. Yearley, Jr.
|
|
2014
|
|
198,902
|
|
|
N/A
|
|
|
198,902
|
|
|
|
2013
|
|
57,070
|
|
|
N/A
|
|
|
57,070
|
|
|
|
2012
|
|
334,339
|
|
|
N/A
|
|
|
334,339
|
|
Richard T. Hartman
|
|
2014
|
|
139,583
|
|
|
24,386
|
|
|
163,969
|
|
|
|
2013
|
|
172,414
|
|
|
34,390
|
|
|
206,804
|
|
|
|
2012
|
|
213,453
|
|
|
32,029
|
|
|
245,482
|
|
Martin P. Connor
|
|
2014
|
|
142,288
|
|
|
N/A
|
|
|
142,288
|
|
|
|
2013
|
|
69,143
|
|
|
N/A
|
|
|
69,143
|
|
|
|
2012
|
|
229,476
|
|
|
N/A
|
|
|
229,476
|
|
(4)
|
Fiscal
2014
“All Other Compensation” consists of:
|
|
|
Fiscal 2014
|
||||||||||||||
|
|
Robert I.
Toll
|
|
Douglas C.
Yearley, Jr.
|
|
Richard T.
Hartman
|
|
Martin P.
Connor
|
||||||||
Payments for tax and financial statement preparation assistance
|
|
$
|
94,093
|
|
|
$
|
8,359
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Contribution to 401(k) Plan
|
|
10,300
|
|
|
10,300
|
|
|
10,300
|
|
|
10,342
|
|
||||
Life and disability insurance premiums (5)
|
|
17,027
|
|
|
3,723
|
|
|
4,759
|
|
|
4,010
|
|
||||
Auto and gas allowance
|
|
19,500
|
|
|
15,900
|
|
|
15,900
|
|
|
9,900
|
|
||||
Non-business use of Company cars and drivers
|
|
22,436
|
|
|
2,640
|
|
|
120
|
|
|
383
|
|
||||
Total
|
|
$
|
163,356
|
|
|
$
|
40,922
|
|
|
$
|
31,079
|
|
|
$
|
24,635
|
|
(5)
|
Includes annual premiums for: annual life, accidental death and dismemberment, and long term disability insurance provided to all employees; supplemental long-term disability insurance provided to executives; and an executive life insurance policy for Mr. Toll for which the Company pays $
13,400
for the term component.
|
|
|
|
|
|
|
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
|
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards(2)
|
|
All
Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#)
|
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(3)
|
|
Exer-
cise
or Base
Price of
Option
Awards
($/Sh)
|
|
Grant
Date
Fair
Value of
Stock
and
Option
Awards
($)(4)
|
|||||||||||||||
Name
|
|
Grant
Date
|
|
Action
Date(1)
|
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
||||||||||||||
Robert I. Toll
|
|
|
|
|
|
(5)
|
|
(6)
|
|
8,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
12/20/2013
|
|
12/5/2013
|
|
|
|
|
|
|
|
120,300
|
|
|
133,667
|
|
|
147,034
|
|
|
|
|
|
|
|
|
4,699,732
|
|
|||
|
|
12/20/2013
|
|
12/5/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
35.16
|
|
|
1,302,000
|
|
||||
Douglas C. Yearley, Jr.
|
|
|
|
(5)
|
|
(6)
|
|
8,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
12/20/2013
|
|
12/5/2013
|
|
|
|
|
|
|
|
90,000
|
|
|
100,000
|
|
|
110,000
|
|
|
|
|
|
|
|
|
3,516,000
|
|
|||
|
|
12/20/2013
|
|
12/5/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
159,000
|
|
|
35.16
|
|
|
3,016,230
|
|
||||
Richard T. Hartman
|
|
|
|
(5)
|
|
(6)
|
|
8,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
12/20/2013
|
|
12/5/2013
|
|
|
|
|
|
|
|
27,000
|
|
|
30,000
|
|
|
33,000
|
|
|
|
|
|
|
|
|
1,054,800
|
|
|||
|
|
12/20/2013
|
|
12/5/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,000
|
|
|
35.16
|
|
|
796,740
|
|
||||
Martin P. Connor
|
|
|
|
(5)
|
|
(6)
|
|
8,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
12/20/2013
|
|
12/5/2013
|
|
|
|
|
|
|
|
22,500
|
|
|
25,000
|
|
|
27,500
|
|
|
|
|
|
|
|
|
879,000
|
|
|||
|
|
12/20/2013
|
|
12/5/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,000
|
|
|
35.16
|
|
|
626,010
|
|
(1)
|
The Compensation Committee met on
December 5, 2013
and made determinations regarding stock option grants for fiscal
2013
performance and Performance RSU grants relating to performance to occur during fiscal 2014. All grants of equity compensation were made on
December 20, 2013
, which is consistent with our practice of awarding equity compensation described under “Compensation Discussion and Analysis—Long-Term Incentive Compensation Decisions.”
|
(2)
|
Reflects Performance RSUs the Compensation Committee awarded to our NEOs under the Toll Brothers, Inc. Amended and Restated Stock Incentive Plan for Employees (2007) at its meeting on December 5, 2013. See “Compensation Discussion and Analysis—Long-Term Incentive Compensation Decisions—Performance-Based RSUs” for further information.
|
(3)
|
See “Compensation Discussion and Analysis—Long-Term Incentive Compensation Decisions—Stock Options” for a discussion of these option grants. The exercise price of the options granted in fiscal 2014 is the closing price of our common stock on the grant date.
|
(4)
|
Amount represents the aggregate grant date fair value of RSUs and stock options, respectively, granted in fiscal
2014
, calculated in accordance with ASC 718 utilizing the assumptions discussed in Note 10 in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended
October 31, 2014
. The calculation of these amounts disregards the estimate of forfeitures related to time-based vesting conditions. With respect to the Performance RSUs, the estimate of the grant date fair value determined in accordance with ASC 718 assumes the vesting of 100% of the RSUs awarded.
|
(5)
|
Awards to Messrs. Toll, Yearley, Hartman, and Connor were made pursuant to the terms of the Senior Officer Plan. The plan does not include a threshold amount; awards in any fiscal year could be as low as $0.
|
(6)
|
The Senior Officer Plan does not include a target amount and, when the Compensation Committee met on December 5, 2013 to establish performance goals for fiscal
2014
for each of Messrs. Toll, Yearley, Hartman, and Connor, it did not establish a target amount for their awards. For a detailed discussion of the formula and criteria applied for such performance-based awards, see “Compensation Discussion and Analysis—Cash Compensation Decisions—Annual Incentive Bonus” in this proxy statement.
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||||||
Name
|
|
Grant
Date
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
(9)
|
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number
of
Shares or
Units of
Stock
That
Have Not
Vested
(#)
|
|
|
Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
($)(10)
|
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or Other
Rights
That
Have
Not
Vested
(#)
|
|
Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have
Not
Vested
($)
|
||||||
Robert I. Toll
|
|
12/20/2004
|
|
500,000
|
|
|
|
|
|
32.55
|
|
|
12/20/2014
|
|
|
|
|
|
|
|
|
|
|||
|
|
12/20/2005
|
|
250,000
|
|
|
|
|
|
35.97
|
|
|
12/20/2015
|
|
|
|
|
|
|
|
|
|
|||
|
|
12/20/2006
|
|
550,000
|
|
|
|
|
|
31.82
|
|
|
12/20/2016
|
|
|
|
|
|
|
|
|
|
|||
|
|
12/20/2007
|
|
550,000
|
|
|
|
|
|
20.76
|
|
|
12/20/2017
|
|
|
|
|
|
|
|
|
|
|||
|
|
12/20/2010
|
|
75,000
|
|
|
25,000
|
|
(1)
|
|
19.32
|
|
|
12/20/2020
|
|
|
|
|
|
|
|
|
|
||
|
|
12/20/2011
|
|
50,000
|
|
|
50,000
|
|
(2)
|
|
20.50
|
|
|
12/20/2021
|
|
109,843
|
|
(5)
|
|
3,509,484
|
|
|
|
|
|
|
|
12/17/2012
|
|
25,000
|
|
|
75,000
|
|
(3)
|
|
32.22
|
|
|
12/17/2022
|
|
105,060
|
|
(6)
|
|
3,356,667
|
|
|
|
|
|
|
|
12/20/2013
|
|
|
|
100,000
|
|
(4)
|
|
35.16
|
|
|
12/20/2023
|
|
133,736
|
|
(7)
|
|
4,272,865
|
|
|
|
|
|
|
Douglas C. Yearley, Jr.
|
|
12/20/2007
|
|
16,250
|
|
|
|
|
|
20.76
|
|
|
12/20/2017
|
|
|
|
|
|
|
|
|
|
|||
|
|
7/18/2008
|
|
18,692
|
|
|
|
|
|
18.92
|
|
|
12/20/2014
|
|
|
|
|
|
|
|
|
|
|||
|
|
7/18/2008
|
|
9,007
|
|
|
|
|
|
18.92
|
|
|
12/20/2015
|
|
|
|
|
|
|
|
|
|
|||
|
|
7/18/2008
|
|
14,162
|
|
|
|
|
|
18.92
|
|
|
12/20/2016
|
|
|
|
|
|
|
|
|
|
|||
|
|
12/20/2008
|
|
17,500
|
|
|
|
|
|
21.70
|
|
|
12/20/2018
|
|
|
|
|
|
|
|
|
|
|||
|
|
12/20/2009
|
|
46,875
|
|
|
|
|
|
18.38
|
|
|
12/20/2019
|
|
|
|
|
|
|
|
|
|
|||
|
|
12/20/2010
|
|
90,000
|
|
|
30,000
|
|
(1)
|
|
19.32
|
|
|
12/20/2020
|
|
|
|
|
|
|
|
|
|
||
|
|
12/20/2011
|
|
60,000
|
|
|
60,000
|
|
(2)
|
|
20.50
|
|
|
12/20/2021
|
|
60,414
|
|
(5)
|
|
1,930,227
|
|
|
|
|
|
|
|
12/17/2012
|
|
37,500
|
|
|
112,500
|
|
(3)
|
|
32.22
|
|
|
12/17/2022
|
|
78,598
|
|
(6)
|
|
2,511,206
|
|
|
|
|
|
|
|
12/20/2013
|
|
|
|
159,000
|
|
(4)
|
|
35.16
|
|
|
12/20/2023
|
|
100,051
|
|
(7)
|
|
3,196,629
|
|
|
|
|
|
|
Richard T. Hartman
|
|
12/20/2007
|
|
20,000
|
|
|
|
|
|
20.76
|
|
|
12/20/2017
|
|
|
|
|
|
|
|
|
|
|||
|
|
7/18/2008
|
|
11,176
|
|
|
|
|
|
18.92
|
|
|
12/20/2015
|
|
|
|
|
|
|
|
|
|
|||
|
|
7/18/2008
|
|
18,310
|
|
|
|
|
|
18.92
|
|
|
12/20/2016
|
|
|
|
|
|
|
|
|
|
|||
|
|
12/20/2008
|
|
20,000
|
|
|
|
|
|
21.70
|
|
|
12/20/2018
|
|
|
|
|
|
|
|
|
|
|||
|
|
12/20/2009
|
|
10,000
|
|
|
|
|
|
18.38
|
|
|
12/20/2019
|
|
|
|
|
|
|
|
|
|
|||
|
|
12/20/2010
|
|
7,500
|
|
|
2,500
|
|
(1)
|
|
19.32
|
|
|
12/20/2020
|
|
834
|
|
(8)
|
|
26,646
|
|
|
|
|
|
|
|
12/20/2011
|
|
15,000
|
|
|
15,000
|
|
(2)
|
|
20.50
|
|
|
12/20/2021
|
|
2,746
|
|
(5)
|
|
87,735
|
|
|
|
|
|
|
|
12/17/2012
|
|
10,000
|
|
|
30,000
|
|
(3)
|
|
32.22
|
|
|
12/17/2022
|
|
23,580
|
|
(6)
|
|
753,381
|
|
|
|
|
|
|
|
12/20/2013
|
|
|
|
42,000
|
|
(4)
|
|
35.16
|
|
|
12/20/2023
|
|
30,015
|
|
(7)
|
|
958,979
|
|
|
|
|
|
|
Martin P. Connor
|
|
1/5/2009
|
|
10,000
|
|
|
|
|
|
22.18
|
|
|
1/5/2019
|
|
|
|
|
|
|
|
|
|
|||
|
|
12/20/2009
|
|
11,000
|
|
|
|
|
|
18.38
|
|
|
12/20/2019
|
|
|
|
|
|
|
|
|
|
|||
|
|
12/20/2010
|
|
15,000
|
|
|
5,000
|
|
(1)
|
|
19.32
|
|
|
12/20/2020
|
|
|
|
|
|
|
|
|
|
||
|
|
12/20/2011
|
|
10,000
|
|
|
10,000
|
|
(2)
|
|
20.50
|
|
|
12/20/2021
|
|
12,083
|
|
(5)
|
|
386,052
|
|
|
|
|
|
|
|
12/17/2012
|
|
7,500
|
|
|
22,500
|
|
(3)
|
|
32.22
|
|
|
12/17/2022
|
|
19,650
|
|
(6)
|
|
627,818
|
|
|
|
|
|
|
|
12/20/2013
|
|
|
|
33,000
|
|
(4)
|
|
35.16
|
|
|
12/20/2023
|
|
25,012
|
|
(7)
|
|
799,133
|
|
|
|
|
|
(1)
|
100% of the options vest on December 20, 2014.
|
(2)
|
50% of the options vest on each of December 20, 2014 and 2015.
|
(3)
|
33.33% of the options vest on each of December 17, 2014, 2015, and 2016.
|
(4)
|
25% of the options vest on each of December 20, 2014, 2015, 2016, and 2017.
|
(5)
|
50% of the 2012 Performance RSUs vest on each of December 20, 2014, and 2015.
|
(6)
|
33.33% of the 2013 Performance RSUs vest on each of December 17, 2014, 2015, and 2016.
|
(7)
|
25% of the 2014 Performance RSUs vest on each of December 20, 2014, 2015, 2016, and 2017.
|
(8)
|
100% of the RSUs vest on December 20, 2014.
|
(9)
|
The options that are reflected in the above table as fully “exercisable” vested in equal installments on the first four anniversaries of the original grant date.
|
(10)
|
The market value was calculated based on the closing price of our common stock on the NYSE on
October 31, 2014
of
$31.95
per share.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||
Name
|
|
Number of
Shares Acquired
on Exercise
(#)
|
|
Value Realized
on Exercise
($)(1)
|
|
Number of
Shares Acquired
on Vesting (#)(2)
|
|
Value Realized
on Vesting ($)(3)
|
||||
Robert I. Toll
|
|
—
|
|
|
—
|
|
|
289,941
|
|
|
10,132,692
|
|
Douglas C. Yearley, Jr.
|
|
16,306
|
|
|
203,907
|
|
|
156,406
|
|
|
5,453,125
|
|
Richard T. Hartman
|
|
23,313
|
|
|
480,015
|
|
|
13,398
|
|
|
457,242
|
|
Martin P. Connor
|
|
—
|
|
|
—
|
|
|
18,591
|
|
|
642,133
|
|
(1)
|
“Value Realized on Exercise” equals the difference between the closing price of our common stock on the NYSE on the various dates of exercise and the exercise price, multiplied by the number of shares of our common stock acquired upon exercise of the stock options.
|
(2)
|
"Number of Shares Acquired on Vesting" includes, in addition to Performance RSU awards and, in the case of Mr. Hartman, time-based RSU awards that vested and were promptly delivered in fiscal 2014 (a) the portion of the 2012 Performance RSU awards for these NEOs that vested on December 20, 2013 but will not be delivered until December 20, 2015, (b) the portion of the 2013 Performance RSU awards for these NEOs that vested on December 17, 2013 but will not be delivered until December 17, 2016, and (c) in the case of Mr. Hartman, time-based RSUs that vested on December 20, 2013 but were not delivered until January 19, 2015.
|
(3)
|
“Value Realized on Vesting” is based on the number of shares of our common stock underlying the RSUs that vested during fiscal 2014 multiplied by the closing price of our common stock on the NYSE on the vesting date.
|
Name
|
|
Plan Name(1)
|
|
Number of Years
of Credited
Services (#)(1)
|
|
Present Value of
Accumulated
Benefit ($)(2)
|
|
Payments During
Last Fiscal Year ($)
|
|||
Robert I. Toll
|
|
SERP
|
|
20.0
|
|
|
9,054,608
|
|
|
—
|
|
Douglas C. Yearley, Jr.
|
|
SERP
|
|
20.0
|
|
|
1,979,689
|
|
|
—
|
|
Richard T. Hartman
|
|
SERP
|
|
20.0
|
|
|
1,569,162
|
|
|
—
|
|
Martin P. Connor
|
|
SERP
|
|
5.8
|
|
|
1,230,847
|
|
|
—
|
|
(1)
|
In order to be vested in benefits under the SERP, participants generally must have reached age 62, except participants will be vested in SERP benefits in the event of death or disability prior to age 62 after five years of service.
|
(2)
|
For a description of the assumptions used in the calculation of the present value of plan benefits, see Note 13, “Employee Retirement and Deferred Compensation Plans” in the notes to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended
October 31, 2014
. The change in the actuarial present value of accumulated benefits under the SERP is due to a change in the discount rate used for actuarial purposes and the passage of time. We use the Citigroup yield curve as our discount rate for calculating the actuarial present value of accumulated SERP benefits. This rate was
3.04%
for fiscal
2012
,
3.97%
for fiscal
2013
, and
3.53%
for fiscal
2014
. When the discount rate decreases, as it did in fiscal 2012 and fiscal 2014, the actuarial present value of accumulated SERP benefits increases. When the discount rate increases, as it did in fiscal 2013, the actuarial present value of accumulated SERP benefits decreases.
|
Participant
|
|
Original Annual Benefit Amount
|
|
Annual Benefit
Amount at October 31, 2014 |
||||
Robert I. Toll
|
|
$
|
500,000
|
|
|
$
|
650,000
|
|
Douglas C. Yearley, Jr.
|
|
$
|
150,000
|
|
|
$
|
175,000
|
|
Richard T. Hartman
|
|
$
|
100,000
|
|
|
$
|
125,000
|
|
Martin P. Connor
|
|
$
|
100,000
|
|
|
$
|
125,000
|
|
Name
|
Plan
|
|
Executive
Contributions
in Last
FY ($)
|
|
Registrant
Contributions
in Last
FY ($)(1)
|
|
Aggregate
Earnings
in Last
FY ($)(2)
|
|
Aggregate
Withdrawals/
Distributions ($)
|
|
Aggregate
Balance at
Last
FYE ($)(3)
|
|||||
Robert I. Toll
|
SIP
|
|
—
|
|
|
3,100,692
|
|
|
(278,154
|
)
|
|
—
|
|
|
4,628,341
|
|
Douglas C. Yearley, Jr.
|
SIP
|
|
—
|
|
|
1,937,125
|
|
|
(163,045
|
)
|
|
—
|
|
|
2,767,253
|
|
Richard T. Hartman
|
SIP
|
|
—
|
|
|
340,054
|
|
|
(21,303
|
)
|
|
—
|
|
|
418,673
|
|
|
DCP
|
|
—
|
|
|
—
|
|
|
123,491
|
|
|
—
|
|
|
2,402,969
|
|
Martin P. Connor
|
SIP
|
|
—
|
|
|
431,173
|
|
|
(34,509
|
)
|
|
—
|
|
|
595,292
|
|
(1)
|
"Registrant Contributions in Last FY" column represents the value of (a) the portion of the 2012 Performance RSU awards for these NEOs that vested on December 20, 2013 but will not be delivered until December 20, 2015, (b) the portion of the 2013 Performance RSU awards for these NEOs that vested on December 17, 2013 but will not be delivered until December 17, 2016, and (c) the portion of time-based RSUs granted to Mr. Hartman that vested on December 20, 2013 but were not delivered until January 19, 2015, in each case based on the closing price of our common stock on the applicable vesting date.
|
(2)
|
“Aggregate Earnings in Last FY” column includes unrealized earnings/(losses) on (a) the 2012 Performance RSU awards and 2013 Performance RSU awards for these NEOs that have vested but will not be delivered until December 20, 2015 and December 17, 2016, respectively, and (b) time-based RSUs granted to Mr. Hartman that have vested but were not delivered until January 19, 2015.
|
(3)
|
“Aggregate Balance at Last FYE” column includes the value, based on the closing price of our common stock on October 31, 2014, of (a) the 2012 Performance RSU awards and 2013 Performance RSU awards for these NEOs that have vested but will not be delivered until December 20, 2015 and December 17, 2016, respectively, and (b) time-based RSUs granted to Mr. Hartman that have vested but were not delivered until January 19, 2015.
|
|
|
Termination of Employment ($)
|
|||||||||||||||||||
Payments and Benefits
|
|
Voluntary(1)
|
|
Normal
Retirement
|
|
Involuntary
Not for
Cause
|
|
Involuntary
For
Cause
|
|
Death
|
|
Disability
|
|
Change of
Control
|
|||||||
Accelerated vesting of unvested equity awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
888,250
|
|
RSU shares (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,139,016
|
|
|
11,139,016
|
|
|
11,139,016
|
|
Payment of SERP benefits (3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total:
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,139,016
|
|
|
11,139,016
|
|
|
12,027,266
|
|
(1)
|
For purposes of this table, “Voluntary” means a termination of employment that is not in accordance with our normal retirement policy, which includes an agreement not to compete with the Company.
|
(2)
|
See footnotes 5, 6, and 7 to the Outstanding Equity Awards at
October 31, 2014
table in this proxy statement. Had Mr. Toll terminated his employment at
October 31, 2014
, the value of his shares subject to performance-based RSUs, based upon the closing price of our common stock on the NYSE on
October 31, 2014
of
$31.95
, would have been
$11,139,016
.
|
(3)
|
The amount of Mr. Toll’s SERP benefits, in which he has already fully vested as described above, would be paid in bi-weekly installments over a 20-year period, except in the event of a change of control. Upon a change of control, the amount of the benefit shown would be paid in a single lump sum, equal to the actuarial equivalent present value of Mr. Toll’s SERP benefits as of the date of payment, unless prohibited by applicable tax regulations (see “Pension Benefits During Fiscal 2014”).
|
|
|
Termination of Employment ($)
|
|||||||||||||||||||
Payments and Benefits
|
|
Voluntary(1)
|
|
Normal
Retirement
|
|
Involuntary
Not for
Cause
|
|
Involuntary
For
Cause
|
|
Death
|
|
Disability
|
|
Change of
Control
|
|||||||
Accelerated vesting of unvested equity awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,065,900
|
|
RSU shares (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,638,062
|
|
|
7,638,062
|
|
|
7,638,062
|
|
Payment of SERP benefits (3)
|
|
—
|
|
|
—
|
|
|
3,500,000
|
|
|
—
|
|
|
3,500,000
|
|
|
3,500,000
|
|
|
3,500,000
|
|
Total:
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,138,062
|
|
|
11,138,062
|
|
|
12,203,962
|
|
(1)
|
For purposes of this table, “Voluntary” means a termination of employment that is not in accordance with our normal retirement policy, which includes an agreement not to compete with the Company.
|
(2)
|
See footnotes 5, 6, and 7 to the Outstanding Equity Awards at
October 31, 2014
table in this proxy statement. Had Mr. Yearley terminated his employment at
October 31, 2014
, the value of his shares subject to performance-based RSUs, based upon the closing price of our common stock on the NYSE on
October 31, 2014
of
$31.95
, would have been
$7,638,062
.
|
(3)
|
The amount of the benefit shown would be paid in bi-weekly installments over a 20-year period, except in the event of a change of control. Upon a change of control, the amount of the benefit shown would be paid in a single lump sum, equal to the actuarial equivalent present value of Mr. Yearley’s benefits as of the date of payment, unless prohibited by applicable tax regulations (see “Pension Benefits During Fiscal 2014”).
|
|
|
Termination of Employment ($)
|
|||||||||||||||||||
Payments and Benefits
|
|
Voluntary(1)
|
|
Normal
Retirement
|
|
Involuntary
Not for
Cause
|
|
Involuntary
For
Cause
|
|
Death
|
|
Disability
|
|
Change of
Control
|
|||||||
Accelerated vesting of unvested equity awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
203,325
|
|
RSU shares (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,826,741
|
|
|
1,826,741
|
|
|
1,826,741
|
|
Payment of SERP benefits (3)
|
|
—
|
|
|
—
|
|
|
2,500,000
|
|
|
—
|
|
|
2,500,000
|
|
|
2,500,000
|
|
|
2,500,000
|
|
Total:
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,326,741
|
|
|
4,326,741
|
|
|
4,530,066
|
|
(1)
|
For purposes of this table, “Voluntary” means a termination of employment that is not in accordance with our normal retirement policy, which includes an agreement not to compete with the Company.
|
(2)
|
See footnotes 5, 6, 7, and 8 to the Outstanding Equity Awards at
October 31, 2014
table in this proxy statement. Had Mr. Hartman terminated his employment at
October 31, 2014
, the value of his shares subject to RSUs, based upon the closing price of our common stock on the NYSE on
October 31, 2014
of
$31.95
, would have been
$1,826,741
.
|
(3)
|
The amount of the benefit shown would be paid in bi-weekly installments over a 20-year period, except in the event of a change of control. Upon a change of control, the amount of the benefit shown would be paid in a single lump sum, equal to the actuarial equivalent present value of Mr. Hartman’s benefits as of the date of payment, unless prohibited by applicable tax regulations (see “Pension Benefits During Fiscal 2014”).
|
|
|
Termination of Employment ($)
|
|||||||||||||||||||
Payments and Benefits
|
|
Voluntary(1)
|
|
Normal
Retirement
|
|
Involuntary
Not for
Cause
|
|
Involuntary
For
Cause
|
|
Death
|
|
Disability
|
|
Change of
Control
|
|||||||
Accelerated vesting of unvested equity awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
177,650
|
|
RSU shares (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,813,003
|
|
|
1,813,003
|
|
|
1,813,003
|
|
Payment of SERP benefits (3)
|
|
—
|
|
|
—
|
|
|
2,500,000
|
|
|
—
|
|
|
2,500,000
|
|
|
2,500,000
|
|
|
2,500,000
|
|
Total:
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,654,653
|
|
|
1,654,653
|
|
|
4,535,628
|
|
(1)
|
For purposes of this table, “Voluntary” means a termination of employment that is not in accordance with our normal retirement policy, which includes an agreement not to compete with the Company.
|
(2)
|
See footnotes 5, 6, and 7 to the Outstanding Equity Awards at
October 31, 2014
table in this proxy statement. Had Mr. Connor terminated his employment at
October 31, 2014
, the value of his shares subject to performance-based RSUs, based upon the closing price of our common stock on the NYSE on
October 31, 2014
of
$31.95
, would have been
$1,813,003
.
|
(3)
|
The amount of the benefit shown would be paid in bi-weekly installments over a 20-year period, except in the event of a change of control. Upon a change of control, the amount of the benefit shown would be paid in a single lump sum, equal to the actuarial equivalent present value of Mr. Hartman’s benefits as of the date of payment, unless prohibited by applicable tax regulations (see “Pension Benefits During Fiscal 2014”).
|
•
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the extent of the related person’s interest in the transaction;
|
•
|
if applicable, the availability of other sources of comparable products or services;
|
•
|
whether the terms of the related person transaction are no less favorable than terms generally available in unaffiliated transactions under like circumstances;
|
•
|
the benefit to us and whether there are business reasons for us to enter into the transaction;
|
•
|
the aggregate value of the transaction; and
|
•
|
any other factors the Governance Committee deems relevant.
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