TOLL BROTHERS INC (TOL)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
TOLL BROTHERS INC · Meeting: March 10, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Proposal One—Election of Directors
CEO and director since 2010; TOL's 3-year stock return of +138.2% outperforms the peer group median by +82.1 percentage points, far exceeding the 50-point threshold required to trigger a concern, so no performance flag applies; no overboarding, attendance, or independence issues identified.
Independent director since 2020 with deep homebuilding industry expertise as a former Wells Fargo equity research head; holds one outside public board seat (Sezzle Inc.); strong attendance; no policy triggers fired.
Independent director since 2019 with strong investment management and financial expertise; holds one outside public board seat (Corteva); strong attendance; no policy triggers fired.
Independent director since December 2021 with government, technology, and operations experience; no overboarding issues; strong attendance; no policy triggers fired.
Independent director since 2016 with extensive financial services and distribution leadership experience; no outside public company board seats listed beyond TOL; strong attendance; no policy triggers fired.
Independent director since 2018 with expertise in real estate law, housing policy, and academic leadership; holds two outside public board seats (Clarivate plc and 26North BDC); strong attendance; no policy triggers fired.
Independent director since December 2023; well within the 24-month new-director exemption window and therefore exempt from TSR trigger; strong legal and governance expertise from senior general counsel roles; strong attendance; no policy triggers fired.
Independent director since December 2023; well within the 24-month new-director exemption window and therefore exempt from TSR trigger; certified public accountant with extensive real estate investment experience; holds three outside public board seats but is not a sitting CEO, so the non-CEO 4-board threshold does not apply; strong attendance; no policy triggers fired.
Independent director and Lead Independent Director since 2021 with deep homebuilding CEO experience; holds two outside board seats (Pacific Mutual Holding and Fannie Mae) but neither triggers the overboarding threshold for a non-CEO director; strong attendance; no policy triggers fired.
All nine nominees pass policy screens: TOL's 3-year total shareholder return of +138.2% outpaces the peer group median by +82.1 percentage points, well above the 50-point threshold needed to trigger any director accountability concern; all directors meet attendance, independence, and overboarding standards; the two most recently added directors (Reinsdorf and Sandstrom, joined December 2023) are exempt from the TSR trigger as they are within the 24-month new-director window.
Say on Pay
✓ FORCEO
Douglas C. Yearley, Jr.
Total Comp
$15,319,865
Prior Support
97%%
CEO total compensation of approximately $15.3 million is within a reasonable range for a CEO of a $13 billion market-cap homebuilder that delivered record revenues of $10.8 billion and strong margins in fiscal 2025. The pay structure is well-designed: over 90% of CEO pay is variable and at-risk, with performance stock awards tied to measurable metrics including pre-tax income, home deliveries, gross margin, and a three-year return on equity, all of which paid out near or at target based on actual results. The company's 3-year stock return of +138.2% substantially outperforms its homebuilder peer group, and the prior Say on Pay vote received 97% shareholder support, reflecting broad investor satisfaction with the compensation program.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
43 yrs
Audit Fees
$2,314,000
Non-Audit Fees
$0
Ernst & Young has been Toll Brothers' auditor since 1983, a relationship of approximately 43 years, which far exceeds the 25-year threshold in our policy that triggers a No vote on independence grounds. The non-audit fee ratio is 0% (no non-audit fees were billed in fiscal 2025), which is excellent, and no material restatements were identified; however, the extreme length of the auditor relationship raises serious concerns about whether the firm can maintain the independent, skeptical perspective that shareholders need from an outside auditor, and the proxy does not provide a specific and compelling rationale for continued engagement beyond a general statement that the board believes retention is in the company's best interests.
Overall Assessment
The 2026 Toll Brothers annual meeting presents three standard proposals: all nine director nominees earn FOR recommendations based on exceptional stock performance relative to peers and clean governance records, while the Say on Pay vote also warrants support given a well-structured, heavily performance-linked pay program and strong business results. The sole exception is the auditor ratification, where a AGAINST vote is recommended solely due to Ernst & Young's 43-year tenure with the company, which far exceeds the 25-year independence threshold in our policy despite an otherwise clean fee profile.
Compensation Peer Group
9 companies disclosed in 2026 proxy filing