Pay Versus Performance Disclosure

In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”), and the average compensation of our

Non-PEO

named executive officers

(“Non-PEO

NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.


Year	Summary Compensation Table Total for First PEO 1 ($)		Summary Compensation Table Total for Second PEO 1 ($)		Summary Compensation Table Total for Third PEO 1 ($)		Compensation Actually Paid to First PEO 1,2,3 ($)			Compensation Actually Paid to Second PEO 1,2,3 ($)		Compensation Actually Paid to Third PEO 1,2,3 ($)		Average Summary Compensation Table Total for Non-PEO NEOs 1 ($)		Average Compensation Actually Paid to Non-PEO NEOs 1,2,3 ($)		Value of Initial Fixed $100 Investment based on: 4				Net Income ($ Millions)		Pretax Income ($ Millions) 5
Year	Summary Compensation Table Total for First PEO 1 ($)		Summary Compensation Table Total for Second PEO 1 ($)		Summary Compensation Table Total for Third PEO 1 ($)		Compensation Actually Paid to First PEO 1,2,3 ($)			Compensation Actually Paid to Second PEO 1,2,3 ($)		Compensation Actually Paid to Third PEO 1,2,3 ($)						TSR ($)		Peer Group TSR ($)		Net Income ($ Millions)		Pretax Income ($ Millions) 5

(a)	(b)		(b)		(b)		(c)			(c)		(c)		(d)		(e)		(f)		(g)		(h)		(i)

2023		43,807,563		29,140,667		34,284,913		(714,918	)		62,138,860		72,458,683		4,496,245		6,701,147		175.95		160.51		3,961		5,202

2022		30,447,048		30,032,983		—		33,989,081			34,618,820		—		12,287,576		12,862,760		119.19		110.92		4,649		6,015

2021		34,045,217		34,045,217		—		57,303,560			53,539,484		—		13,029,166		21,327,286		139.95		136.32		4,457		5,819

1.

Rick Beckwitt (“First PEO”) was our

Co-PEO

from November 2020 until his retirement in September 2023. For more information on his Retirement and Separation Agreement, see “Compensation Discussion and Analysis—Executive Transitions—Departure of Rick Beckwitt” in this proxy statement. Jonathan M. Jaffe (“Second PEO”) was our

Co-PEO

for each year presented. Stuart Miller (“Third PEO”) was our

Co-PEO

from September 2023 to present. The individuals comprising the

Non-PEO

NEOs for each year presented are listed below.


2021	2022	2023
Stuart Miller	Stuart Miller	Diane Bessette
Diane Bessette	Diane Bessette	Jeff McCall
Jeff McCall	Jeff McCall	Mark Sustana
Mark Sustana	Mark Sustana	David Collins

2.

The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation

S-K

and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.

3.

Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the

Non-PEO

NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards column set forth in the Summary Compensation Table.

First PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation


		2023			2022			2021

Summary Compensation Table Total ( $ )	(A)	$	43,807,563		$	30,447,048		$	34,045,217

Exclusion of Stock Awards ($)		($	22,999,640	)	($	23,199,948	)	($	16,607,806)

Total Deductions from Summary Compensation Table ($)	(B)	($	22,999,640	)	($	23,199,948	)	($	16,607,806)

Increase for Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($)			—		$	27,274,472		$	17,788,082

Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($)			—		($	5,085,195	)	$	17,089,269

Increase for Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($)		$	8,036,968		$	8,539,790		$	2,220,371

Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($)		$	4,297,825		($	3,987,086	)	$	2,768,427

(Deduction) of Fair Value from Last Day of Prior Year of Equity Awards that Failed to Meet Applicable Vesting Conditions During Year ($)		($	33,857,634	)		—			—

Total Adjustments ($)	(C)	( $	21,522,841	)	$	26,741,981		$	39,866,149

Compensation Actually Paid to ( $ )	(A) + (B) + (C)	( $	714,918	)	$	33,989,081		$	57,303,560

Executive Compensation

Pay Versus Performance Disclosure

Second PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation


		2023			2022			2021

Summary Compensation Table Total ( $ )	(A)	$	29,140,667		$	30,032,983		$	34,045,217

Exclusion of Stock Awards ($)		($	22,999,640	)	($	23,199,948	)	($	16,607,806)

Total Deductions from Summary Compensation Table ($)	(B)	($	22,999,640	)	($	23,199,948	)	($	16,607,806)

Increase for Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($)		$	33,330,225		$	27,274,472		$	17,048,646

Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($)		$	17,700,849		($	4,623,582	)	$	14,731,964

Increase for Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($)		$	2,739,000		$	8,539,790		$	2,810,194

Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($)		$	2,227,759		($	3,404,895	)	$	1,511,269

Total Adjustments ($)	(C)	$	55,997,833		$	27,785,785		$	36,102,073

Compensation Actually Paid to ( $ )	(A) + (B) + (C)	$	62,138,860		$	34,618,820		$	53,539,484

Third PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation


		2023

Summary Compensation Table Total ( $ )	(A)	$	34,284,913

Exclusion of Stock Awards ($)		($	26,270,845)

Total Deductions from Summary Compensation Table ($)	(B)	($	26,270,845)

Increase for Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($)		$	38,071,108

Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($)		$	20,349,810

Increase for Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($)		$	3,128,378

Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($)		$	2,895,319

Total Adjustments ($)	(C)	$	64,444,615

Compensation Actually Paid to ( $ )	(A) + (B) + (C)	$	72,458,683

Non-PEO

NEOs Average Summary Compensation Table Total to Average Compensation Actually Paid Reconciliation


		2023			2022			2021

Summary Compensation Table Total ( $ )	(A)	$	4,496,245		$	12,287,576		$	13,029,166

Exclusion of Stock Awards ($)		($	1,867,808	)	($	7,962,975	)	($	5,965,512)

Total Deductions from Summary Compensation Table ($)	(B)	($	1,867,808	)	($	7,962,975	)	($	5,965,512)

Increase for Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($)		$	2,317,489		$	9,117,093		$	6,895,238

Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($)		$	1,108,081		($	1,886,338	)	$	5,600,505

Increase for Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($)		$	312,398		$	2,664,745		$	871,990

Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($)		$	334,742		($	1,357,341	)	$	895,899

Total Adjustments ($)	(C)	$	4,072,710		$	8,538,159		$	14,263,632

Compensation Actually Paid to ( $ )	(A) + (B) + (C)	$	6,701,147		$	12,862,760		$	21,327,286

For the values of equity awards at fiscal

year-end

that are reflected in the Total Adjustments above in the footnote 3 tables, the valuations of certain performance stock unit awards which vest based on relative TSR and were granted prior to our 2023 fiscal year use a Monte Carlo simulation methodology which differs from the approach used to value the awards as of the grant date. A Monte Carlo simulation was used because it provides a better estimate of fair value compared to closing stock price, the methodology used for the grant date valuations.

4.

The Peer Group TSR set forth in this table utilizes the Dow Jones U.S. Home Construction Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation

S-K

included in our Annual Report for the year ended November 30, 2023. The comparison assumes $100 was invested for the period starting November 30, 2020, through the end of the listed year in the Company and in the Dow Jones U.S. Home Construction Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.

5.

We determined Pretax Income (as defined in “Compensation Discussion and Analysis—2023 Compensation Decisions—Annual Cash Incentive Compensation” of this proxy statement) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and

Non-PEO

NEOs in 2023. This performance measure may not have been the most important financial performance measure for years 2022 and 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years.

Named Executive Officers, Footnote

1.

Rick Beckwitt (“First PEO”) was our

Co-PEO

from November 2020 until his retirement in September 2023. For more information on his Retirement and Separation Agreement, see “Compensation Discussion and Analysis—Executive Transitions—Departure of Rick Beckwitt” in this proxy statement. Jonathan M. Jaffe (“Second PEO”) was our

Co-PEO

for each year presented. Stuart Miller (“Third PEO”) was our

Co-PEO

from September 2023 to present. The individuals comprising the

Non-PEO

NEOs for each year presented are listed below.


2021	2022	2023
Stuart Miller	Stuart Miller	Diane Bessette
Diane Bessette	Diane Bessette	Jeff McCall
Jeff McCall	Jeff McCall	Mark Sustana
Mark Sustana	Mark Sustana	David Collins

Adjustment To PEO Compensation, Footnote

3.

Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the

Non-PEO

NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards column set forth in the Summary Compensation Table.

First PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation


		2023			2022			2021

Summary Compensation Table Total ( $ )	(A)	$	43,807,563		$	30,447,048		$	34,045,217

Exclusion of Stock Awards ($)		($	22,999,640	)	($	23,199,948	)	($	16,607,806)

Total Deductions from Summary Compensation Table ($)	(B)	($	22,999,640	)	($	23,199,948	)	($	16,607,806)

Increase for Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($)			—		$	27,274,472		$	17,788,082

Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($)			—		($	5,085,195	)	$	17,089,269

Increase for Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($)		$	8,036,968		$	8,539,790		$	2,220,371

Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($)		$	4,297,825		($	3,987,086	)	$	2,768,427

(Deduction) of Fair Value from Last Day of Prior Year of Equity Awards that Failed to Meet Applicable Vesting Conditions During Year ($)		($	33,857,634	)		—			—

Total Adjustments ($)	(C)	( $	21,522,841	)	$	26,741,981		$	39,866,149

Compensation Actually Paid to ( $ )	(A) + (B) + (C)	( $	714,918	)	$	33,989,081		$	57,303,560

Executive Compensation

Pay Versus Performance Disclosure

Second PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation


		2023			2022			2021

Summary Compensation Table Total ( $ )	(A)	$	29,140,667		$	30,032,983		$	34,045,217

Exclusion of Stock Awards ($)		($	22,999,640	)	($	23,199,948	)	($	16,607,806)

Total Deductions from Summary Compensation Table ($)	(B)	($	22,999,640	)	($	23,199,948	)	($	16,607,806)

Increase for Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($)		$	33,330,225		$	27,274,472		$	17,048,646

Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($)		$	17,700,849		($	4,623,582	)	$	14,731,964

Increase for Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($)		$	2,739,000		$	8,539,790		$	2,810,194

Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($)		$	2,227,759		($	3,404,895	)	$	1,511,269

Total Adjustments ($)	(C)	$	55,997,833		$	27,785,785		$	36,102,073

Compensation Actually Paid to ( $ )	(A) + (B) + (C)	$	62,138,860		$	34,618,820		$	53,539,484

Third PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation


		2023

Summary Compensation Table Total ( $ )	(A)	$	34,284,913

Exclusion of Stock Awards ($)		($	26,270,845)

Total Deductions from Summary Compensation Table ($)	(B)	($	26,270,845)

Increase for Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($)		$	38,071,108

Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($)		$	20,349,810

Increase for Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($)		$	3,128,378

Increase/(Deduction) for Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($)		$	2,895,319

Total Adjustments ($)	(C)	$	64,444,615

Compensation Actually Paid to ( $ )	(A) + (B) + (C)	$	72,458,683

Non-PEO NEO Average Compensation Actually Paid Amount

$ 6,701,147

12,862,760

21,327,286

Compensation Actually Paid vs. Total Shareholder Return

Relationship Between PEOs and

Non-PEO

NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)

The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our

Non-PEO

NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.

Compensation Actually Paid vs. Company Selected Measure

Relationship Between PEOs and

Non-PEO

NEO Compensation Actually Paid and Pretax Income

The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our

Non-PEO

NEOs, and our Pretax Income during the three most recently completed fiscal years.

Tabular List, Table

Tabular List of Most Important Financial Performance Measures

The following table presents the financial performance measures that the

Company

considers to have been the most important in linking Compensation Actually Paid to our PEOs and other NEOs for 2023 to Company performance. The measures in this table are not ranked.


		Pretax Income
		Relative Gross Profit Percentage
		Relative Return on Tangible Capital
		Relative Total Shareholder Return
		Debt to EBITDA Ratio

Peer Group Total Shareholder Return Amount

160.51

110.92

136.32

Company Selected Measure Amount

5,202,000,000

6,015,000,000

5,819,000,000