Toll Brothers (TOL) Proxy Filing summary

Executive summary

• Achieved record fiscal 2024 results: $10.6B home sales revenue, $2.0B pre-tax income, $1.5B net income, and $15.01 EPS, a 21% increase over 2023.

• Delivered 10,813 homes at an average price of $977,000 with a gross margin of 26.6% and operating margin of 18.8%.

• Grew contracts by 27% and increased community count by 10% to 408, positioning for continued growth in 2025.

• Returned $721M to shareholders via repurchases and dividends, reducing share count by nearly 5%.

• Enhanced capital efficiency by increasing controlled lots to 55% and reducing total debt to $2.8B.

Voting matters and shareholder proposals

• Election of 11 directors to serve until the 2026 annual meeting.

• Ratification of Ernst & Young LLP as independent auditor for fiscal 2025.

• Advisory vote on executive compensation (Say on Pay).

• Amendment to allow director removal by majority vote, rather than two-thirds.

Board of directors and corporate governance

• Board consists of 11 nominees, 10 of whom are independent; majority have joined since 2018.

• Emphasis on diversity: 36% women, 27% racially/ethnically diverse.

• Lead Independent Director role established; annual board and committee self-evaluations.

• Over-boarding policy requires Governance Committee approval for additional board service.