PULTEGROUP INC (PHM)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
PULTEGROUP INC · Meeting: April 29, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Joined the board in 2024 (within 24 months of the meeting), so she is exempt from the TSR trigger; she brings strong financial expertise as a sitting CFO of a public company and qualifies as an audit committee financial expert, with no overboarding or attendance concerns.
PHM's 3-year total shareholder return of +124% is strong positive and exceeds peers by +63.7 percentage points, which falls just below the 65-percentage-point threshold required to trigger a vote against; Mr. Blair brings deep real estate and REIT leadership experience and holds two public company board seats (Regency Centers and PHM), well within the four-seat limit.
PHM's strong 3-year TSR outperformance versus peers (+63.7pp, just below the 65pp trigger threshold) does not fire the underperformance test; Mr. Folliard serves as Non-Executive Chairman with relevant consumer-company CEO experience and holds three public board seats (CarMax, Baron Investment Funds Trust, Baron Select Funds), within the allowable limit for a sitting executive chair.
Appointed in February 2026 and therefore within 24 months of the meeting, making her exempt from the TSR trigger; she brings over 30 years of real estate investment banking experience and qualifies as an audit committee financial expert, with no other disqualifying flags.
PHM's 3-year TSR outperformance versus peers does not meet the 65-percentage-point trigger threshold; Ms. Grisé has served since 2008 with extensive governance and executive experience, holds three public board seats (MetLife, Dollar Tree, PHM), within the four-seat limit, and all attendance requirements were met.
No TSR underperformance trigger fires given PHM's strong 3-year peer-relative return; Mr. Hawaux brings deep financial expertise as a former CFO and current audit committee chair at multiple public companies, holds three public board seats (Lamb Weston, Tractor Supply, PHM), within limits, and met attendance standards.
As the CEO and an executive director, Mr. Marshall is subject to the same TSR trigger as all other directors, but PHM's 3-year peer-relative outperformance of +63.7 percentage points falls just below the 65-percentage-point threshold required to trigger a vote against; he holds one outside public board seat (Floor & Decor), well within the two-seat limit for a sitting CEO.
No TSR underperformance trigger applies given PHM's strong outperformance versus peers; Mr. Peshkin brings direct homebuilding and real estate investment expertise and holds only one public board seat (PHM), well within limits.
PHM's 3-year TSR outperformance versus peers (+63.7pp) does not reach the 65-percentage-point trigger threshold; Mr. Powers brings capital markets and financial services leadership experience and holds three public board seats (Sun Life Financial, ADP, PHM), within the four-seat limit.
New nominee standing for election for the first time and therefore exempt from the TSR trigger; he brings over two decades of real estate leadership experience as CEO of AvalonBay Communities and holds one other public board seat, well within limits.
No TSR underperformance trigger fires; Ms. Snyder brings strategy, digital technology, and consumer CEO experience and holds only one public board seat (PHM), with all attendance requirements met.
All eleven director nominees receive a FOR vote. PHM's 3-year total shareholder return of +124% is strongly positive, and while PulteGroup outperformed the company-disclosed peer group median by +63.7 percentage points over three years, this falls just below the 65-percentage-point threshold required to trigger a vote against directors under the strong-positive-TSR tier of the policy. The two new nominees (Gannon and Schall) are exempt from the TSR trigger as newly joining directors. No overboarding, attendance, independence, or familial relationship concerns were identified across the slate.
Say on Pay
✓ FORCEO
RYAN R. MARSHALL
Total Comp
$15,393,266
Prior Support
93%%
CEO Ryan Marshall received total compensation of approximately $15.4 million in 2025, which is reasonable for the CEO of a $23 billion homebuilder with strong financial results; approximately 94% of his pay is variable and performance-linked, well above the 50-60% minimum the policy requires for senior executives, and incentive metrics include rigorous long-term measures such as relative total shareholder return, return on invested capital, and operating margin measured against a defined peer group over three years. The 2023-2025 long-term performance awards paid out at 198% of target reflecting genuine outperformance — PHM ranked second among peers on TSR and achieved maximum payouts on return on invested capital and operating margin — demonstrating that above-target incentive pay was earned through actual outperformance rather than structural generosity. The prior say-on-pay vote received 93% support, the company maintains robust clawback policies covering both financial restatements and executive misconduct, and no material pay-for-performance misalignment was identified.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,549,650
Non-Audit Fees
$43,600
Non-audit fees of $43,600 represent less than 2% of audit fees of $2,549,650, well below the 50% threshold that would raise independence concerns; EY is a Big 4 firm fully appropriate for a company of PulteGroup's size and complexity; no material restatements were identified; and although EY's tenure was not disclosed in the filing, the policy requires confirmed tenure data to trigger a vote against, so the default FOR applies.
Overall Assessment
PulteGroup's 2026 annual meeting presents a clean ballot with no significant governance concerns: all eleven director nominees receive FOR votes as the company's strong 3-year total shareholder return of +124% — outperforming peer group median by +63.7 percentage points, just below the 65-percentage-point trigger — clears the policy threshold, and both auditor ratification and say-on-pay are straightforward FORs given minimal non-audit fees, a robustly performance-linked executive compensation structure with 94% variable CEO pay, and 93% prior-year shareholder support for the compensation program.
Compensation Peer Group
9 companies disclosed in 2026 proxy filing