DEF 14A 1 lkbh2022_def14a.htm KB HOME - DEF 14A KBHOME2022ProxyStatement - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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KB HOME

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Jeffrey T. Mezger

KB Home Chairman, President
and Chief Executive Officer

February 25, 2022

* Excludes a non-cash charge of $112.5 million to income tax
expense related to the Tax Cuts and Jobs Act.

Dear Fellow
Stockholder

Together with the Board of Directors and the management team of KB Home, I am pleased to invite you to our 2022 Annual Meeting of Stockholders. The meeting will be conducted virtually through an audio-only webcast at 9:00 a.m. Pacific Time on Thursday, April 7, 2022.

2021 in Review

The KB Home team delivered outstanding results in 2021, continuing our expansion into a larger, more profitable, and higher-return company, and successfully positioning our business for further growth in 2022. We manage our Company for the long-term, and our performance in 2021 reflects this mindset.

As I think back to my prior letter to stockholders, in late February 2021, we were about one year into the COVID-19 pandemic and hopeful its course would turn a corner. However, the year unfolded differently, with our country emerging from one pandemic surge at the start of 2021 and facing another by the end of year. In spite of this, or perhaps further propelled by it, the demand for homeownership remained very strong, driven primarily by favorable demographic factors and a limited supply of both resale and new homes. At the same time, disruptions related to the pandemic created extremely challenging operational conditions, including contractor labor constraints and supply chain shortages, cost inflation, and municipal delays. This was an unusual set of circumstances to navigate and the most challenging I have seen in my homebuilding career. Our team demonstrated resiliency and creativity in effectively navigating the significant operational obstacles, adapting to dynamic conditions, and executing on our core business strategy to deliver a remarkable year of performance for our Company.

One of our objectives is to expand both our scale and profitability to drive higher returns, and we accomplished this in 2021. We generated total revenues of $5.72 billion, up 37% year over year, and diluted earnings per share of $6.01, up 92%. A primary factor driving our earnings was a 400-basis point increase in our homebuilding operating income margin, a key metric that measures our effectiveness in operating our business. Taken together, these achievements produced over eight percentage points of expansion in our return on equity, to approximately 20%, an extraordinary rise in a single year.

KB Home ■ 2022 Proxy Statement

During 2021, we opened 130 new communities across our footprint, which was our largest number of openings in many years. These openings helped advance our 2021 ending backlog value by 67% to nearly $5 billion and will support future net order and revenue growth. We take a balanced approach to capital allocation, with disciplined investments in future community count a primary focus. In 2021, we invested over $2.5 billion to acquire and develop land, increasing our lot position by almost 30%. We own all the lots we need for our projected increase in deliveries in 2022, and we own or control the lots we need to sustain our growth in 2023. In addition to reinvesting in our Company, in 2021, we returned over $240 million in cash to stockholders, through the repurchase of over 5% of our outstanding shares and our quarterly dividend, and we reduced our debt by over $60 million.

Throughout the year, we were privileged to receive a number of honors recognizing our Company’s leadership across multiple dimensions. Being named to The Wall Street Journal^®’s “Management Top 250,” list, a ranking developed by the Drucker Institute, stands out, as it measures five important areas: customer satisfaction, employee engagement and development, innovation, social responsibility, and financial strength. We are proud to be among this group of the best-managed U.S. companies of 2021 and the only national homebuilder on the list.

And, earlier this month, our Company was named to Forbes^®’ 2022 list of America’s Best Midsize Employers, the only national homebuilder to receive this distinction in each of the past two years. KB Home earned a place in the top 10% of the 500 companies ranked for 2022. We are committed to fostering a diverse and inclusive working environment that provides our employees opportunities for training, development, and professional growth and, as such, this recognition, based on feedback from our employees, is particularly rewarding.

Building for the Future

As we look to the future of KB Home and its place as an enduring brand, we strive to continually improve the satisfaction of our customers. Our mission is to be the most customer-obsessed homebuilder in the world, providing a compelling, simple, and personalized homebuying process, and we are delivering on our mission. I am proud of our performance, particularly given the considerable challenges of the past year, as we remain the #1 customer-ranked national homebuilder, based on buyer surveys from TrustBuilder^®, a third-party, industry-specific homeowner review site, and ConsumerAffairs^®. The rankings are based entirely on direct responses from our customers, reinforcing that the distinct homebuying experience we offer resonates with them.

We have always been forward thinking in managing our business and, as we think about what has lasting importance, we are reminded of one of our company values — striving for a better shared future. We recognize that our actions, whether as individuals, families, communities or as an organization, can collectively have a beneficial impact on the world, with the potential to advance environmental, social, and economic sustainability.

KB Home ■ 2022 Proxy Statement

For the past 15 years, we have made a dedicated effort to become a leading company in sustainability. We were the first national homebuilder to build 100% ENERGY STAR^® certified new homes and have delivered over 160,000 ENERGY STAR certified new homes since 2000, more than any other homebuilder. Our homes are estimated to have cumulatively saved our homeowners approximately $800 million in utility bills and lowered carbon emissions by about 5.6 billion pounds, the equivalent of removing over 550,000 cars from the road for one year. Building communities that focus on sustainability results in KB Home having the best publicly reported Home Energy Rating System^® (HERS^®) Index score among large production builders, of 49. We have a long track record of annual improvement in this key metric, which we expect to continue in 2022. Beyond this year, we are targeting further progress in our HERS score to 45 by 2025, which equates to an estimated 8% reduction in carbon emissions over a five-year period.

Water conservation is another area that we are committed to, and we provide water-saving features in our homes to reduce usage of this critical resource, which, in turn, reduces our customers’ utility costs. KB Home has built over 18,000 WaterSense^®labeled and Water Smart homes to date, which we estimate conserves approximately 1.6 billion gallons of water annually.

KB Home’s sustainability leadership is being recognized, and we were again named to Newsweek^®’s list of America’s Most Responsible Companies — the only national homebuilder to receive this distinction in each of the past two years. This recognition highlights our focus on advancing our industry-leading environmental initiatives, dedication to social responsibility and strong corporate governance standards. We also received multiple awards from the U.S. Environmental Protection Agency in 2021, with each of the following honors representing another year of unprecedented achievement for a national homebuilder:

■

ENERGY STAR Partner of the Year — Sustained Excellence Award — Our 11th consecutive award for demonstrating leadership in energy-efficient construction;

■

ENERGY STAR Certified Homes Market Leader Awards — A record 25 awards in all, one in each of our primary markets nationwide, recognizing excellence in energy-efficient home building; and

■

WaterSense Sustained Excellence Award — The seventh consecutive year we have received this award for our achievements in constructing water-efficient homes.

In addition to our progress in energy and water efficiency, we have advanced our efforts in renewable energy, particularly with respect to solar. KB Home has been a leader in solar homebuilding and was one of the first national builders to offer it. We built our first solar home in 2005 and introduced our first all solar community in 2011. We have delivered more than 14,000 solar-powered homes to our customers over time, producing an estimated total of 557 million kilowatt-hours of electrical power.

More recently, we expanded our sustainability portfolio to encompass healthier indoor environments with included features such as high-performance ventilation systems and low- or zero-VOC products, as well as options in our Design Studio that can reduce the spread of germs, such as anti-microbial door handles.

Our 15th Annual Sustainability Report, the longest-running publication of its kind for a national homebuilder, is slated for publication in conjunction with Earth Day 2022. We encourage you to review our report and learn more about our consistent, long-term approach and vision for building for the future.

Closing Thoughts

This year marks our 65th anniversary and we believe we are poised for an incredible year, supported by our nearly $5 billion backlog and a projected community count increase of between 20% and 25%, including openings in our newest markets: Boise, Idaho and Charlotte, North Carolina. Our objective remains consistent in delivering returns-focused growth, and we expect significantly higher revenues and profitability to drive meaningful expansion of our return on equity, which we anticipate will exceed 26% for 2022. Although the pandemic, and the disruptions caused by it, will remain present in 2022, we expect to continue to successfully navigate through them. We have an experienced, dedicated team and a Built-to-Order business model with a personalized approach and demonstrated appeal to homebuyers that drives among the highest absorption rates in the industry. And, we have a solid balance sheet and healthy cash flow with which to continue to grow our business into the future.

The KB Home team is committed to managing our business to drive long-term stockholder value, and along with our Board of Directors, we sincerely thank you for your investment and continued support.

Sincerely,

KB Home ■ 2022 Proxy Statement

Table of Contents

2022 Annual Meeting Summary

Annual Meeting Information

Meeting Agenda

Participating in the Annual Meeting Webcast

Sustainability at KB Home

Board and Corporate Governance Overview

Board and Committee Governance Structure

Board Experience and Skills

Director Compensation

Non-Employee Director Compensation

Director Compensation During Fiscal Year 2021

Election of Directors

Ownership of KB Home Securities

Stock Ownership Requirements

Delinquent Section 16(a) Reports

Compensation Discussion and Analysis

Financial Performance and Compensation Highlights

Pay For Performance — 2021 Fiscal Year CEO Compensation

Engaging With Our Stockholders

Compensation Governance

Pay Program Overview

NEO Compensation Components

Executive Compensation Decision-Making Process and Policies

Management Development and Compensation Committee Report

Executive Compensation

Summary Compensation Table

Grants of Plan-Based Awards During Fiscal Year 2021

Outstanding Equity Awards at Fiscal Year-End 2021

Option Exercises and Stock Vested During Fiscal Year 2021

Pension Benefits During Fiscal Year 2021

Non-Qualified Deferred Compensation During Fiscal Year 2021

Potential Payments Upon Termination of Employment or Change in Control

Advisory Vote to Approve Named Executive Officer Compensation

Ratify Ernst & Young LLP’s Appointment as Independent Auditor

Independent Auditor Services and Fees

Audit Committee Report

Annual Meeting Voting Matters and Other Information

Voting Your Shares

Voting Procedures

Proxy Solicitation Costs

Internet Availability of Proxy Materials

Stockholder Proposals for Our 2023 Annual Meeting of Stockholders

Annex 1:

Corporate Governance Processes and Procedures

Director Independence Determinations

Related Party Transactions

Director Qualifications and Nominations

Items of Business	Board Recommendation		Voting Standard
Election of Directors		FOR each of the 11 nominees	Majority of Votes Cast
Advisory vote to approve named executive officer (“NEO”) compensation, also known as “Say-on-Pay”		FOR	Majority of Shares Present and Entitled to Vote
Ratify Ernst & Young LLP’s appointment as our independent registered public accounting firm (“Independent Auditor”) for the fiscal year ending November 30, 2022		FOR	Majority of Shares Present and Entitled to Vote

	We make relationships the foundation for all we do. It takes strong relationships to build a home. To build a strong relationship it takes respect, integrity, and open and honest communication. Our employees are the heart and soul of KB, and that belief in relationships defines how we behave toward each other, how we treat our customers through every step of the process, and, how we work with our suppliers, trade, and municipality partners.
	We build homes that make lives better. Innovative design and quality construction standards are the cornerstones of our brand. Behind our continuous drive to build exceptional homes is a passion for the wellbeing of those who live in them. From architecture to construction to customer service, we care about making our buyers’ lives more comfortable, convenient, and healthy. That’s how we lead the industry in customer satisfaction, and strive to keep it that way.
	We believe that everyone deserves a home that’s as unique as they are. Our business model is built on a simple, yet radical idea: a house becomes your home when it’s an expression of who you are. That’s why we give our customers the ability to choose — from homesite to elevation, from floor plan to design options — and a buying experience that’s personalized from end-to-end.
	We deliver more for less. We believe that every customer deserves a home that lives up to their dreams. That’s why it’s our shared responsibility to ensure that what we build delivers great value, so that every customer gets a home — and a homebuying experience — that can exceed their expectations without exceeding their budget. It’s a disciplined and responsible approach to homebuilding that’s good for our homebuyers and our business.
	We strive for a better shared future. From individuals, to families, to whole communities, our collective actions can have a beneficial impact on the world. We believe that every decision we make, from how we manage our workplace, to how we run our operations, has the potential to advance environmental, social, and economic sustainability.

Energy Efficiency	Climate/Natural Resources			Water Efficiency

49 HERS Index Score (2021), lowest (and therefore the most efficient) publicly reported score among large production homebuilders (average is 58 for all rated homes in 2021) 160,000+ U.S. EPA ENERGY STAR^® certified homes built, more than any other homebuilder since 2000 100% ENERGY STAR certified home commitment since 2008 (only ~10% of all new U.S. homes built in 2020 were ENERGY STAR certified) 14,000+ solar homes built	1 HERS Index score point reduction in our national average score — 50 to 49 — from 2020 to 2021, on track with our goal to achieve a 45 national average HERS Index score in 2025 0.1 metric tons reduction in GHG emissions (est.) from the average KB home built in 2021 compared to 2020 5.6 billion pounds cumulative CO₂emission reduction (est.) from our ENERGY STAR certified new homes, compared to typical homes without those features 1.6 billion gallons of water saved each year (est.) from our homes and fixtures, compared to typical homes without these features			18,000+ U.S. EPA WaterSense^® labeled and Water Smart homes built, more than any other homebuilder since 2005 900,000+ WaterSense labeled fixtures installed 100% WaterSense labeled fixture commitment since 2009

Indoor Air Enhancement	Workforce Diversity*			Social Practices
High-performance ventilation systems, low- or zero-VOC products and MERV-13 rated air filters are standard in our homes. MERV-13 rated air filters, one of the highest rated on the market, exceed ENERGY STAR requirements Only homebuilder in the Well Living Lab Alliance, a global consortium of leading companies to improve indoor air environments		Female	Minority	Publicly available policies include: ■ Ethics Policy ■ Human Rights statement ■ Supplier Code of Conduct ■ Responsible Marketing practices As described in our Annual Report, we strive to provide a safe working environment and took several steps to support our team members’ wellness during the COVID-19 pandemic
	Managers	32% (33%)	21% (21%)
	Overall	40% (42%)	35% (33%)
	We will continue using targeted recruiting, and talent development and promotion strategies to expand our employee and leadership diversity
	* Data as of November 30, 2021 and (2020). Please see page 13 for Board diversity.
Additional Recognition
We are the only national homebuilder on: ■ Forbes^®— America’s Best Midsize Employer list for 2021 and 2022 ■ Newsweek^®— Most Responsible Companies list for 2021 and 2022, awarded for our industry-leading environmental initiatives, dedication to social responsibility and strong corporate governance standards ■ The Wall Street Journal^® — “Management Top 250” list (2021), as developed by the Drucker Institute, based on our performance in customer satisfaction, employee engagement and development, innovation, social responsibility and financial strength

Audit and Compliance Committee (“Audit Committee”)	Members:
	■ Dr. Thomas W. Gilligan (Chair) ■ Arthur R. Collins ■ Dorene C. Dominguez	■ Kevin P. Eltife ■ Dr. Stuart A. Gabriel
Principal Responsibilities: Oversees our corporate accounting and reporting practices and audit process, including our Independent Auditor’s qualifications, independence, retention, compensation and performance, and our compliance with legal and regulatory requirements and management of matters in which we have or may have material liability exposure, including those pertaining to environmental sustainability; and may approve our incurring, guaranteeing or redeeming debt. Delegated Risk Oversight:
■ Oversees management’s performance of an annual enterprise risk management assessment that identifies significant business and operations risks based on probability, impact and mitigating factors, which it reports on to the Board. ■ This assessment’s outcome drives our internal audit department’s activities, which are based on a committee-approved annual audit plan. The internal audit department’s performance against the approved audit plan, along with the department’s audit findings, are reported and discussed at the committee’s quarterly meetings and on request. ■ Monitors cybersecurity risks and our evolving physical, electronic and other protection strategies and initiatives. ■ Receives and discusses reports from our senior finance, accounting, legal and compliance, and internal audit personnel at each regular meeting on risks within their respective area of responsibility. It also conducts separate executive sessions at those meetings with each of those individuals and with our Independent Auditor to discuss such risks.

Management Development and Compensation Committee (“Compensation Committee”)	Members:
	■ Melissa Lora (Chair) ■ Timothy W. Finchem ■ Robert L. Johnson	■ Jodeen A. Kozlak ■ Brian R. Niccol ■ James C. Weaver
Principal Responsibilities: Evaluates and recommends our CEO’s compensation; determines compensation for the CEO’s direct reports; evaluates and recommends non-employee director compensation; and oversees our policies and programs relating to significant human resource concerns, including non-discrimination and equal employment opportunity policies, and initiatives designed to foster the diversity and inclusion of talents, backgrounds and perspectives within, and to support the health and safety of, our workforce. Frederic W. Cook & Co., Inc. (“FWC”) assists the committee as its outside compensation consultant. Delegated Risk Oversight:
■ Oversees an annual employee compensation risk assessment FWC performs together with our management that largely focuses on potential policy and program design and implementation risks. ■ Annually reviews our compliance with our equity-based award grant policy, and our human capital development and management succession planning (both short- and long-term) for all levels of our organization, which, among other things, assesses executive bench readiness and diversity within our workforce. ■ Reviews and, as appropriate, approves the compensation arrangements our senior human resources personnel develop.
Based on this oversight approach, including the results of our most recent annual risk assessment, we do not believe that risks arising from our present employee compensation policies and programs are reasonably likely to have a material adverse effect on us.

Nominating and Corporate Governance Committee (“Nominating Committee”)	Members
	■ Robert L. Johnson (Chair) ■ Dorene C. Dominguez ■ Timothy W. Finchem	■ Dr. Thomas W. Gilligan ■ James C. Weaver
Principal Responsibilities: Oversees our corporate governance policies and practices; and as further discussed in Annex 1, reviews “related party transactions;” identifies, evaluates and recommends qualified director candidates to the Board; and administers the annual Board evaluation process. Delegated Risk Oversight:
■ Oversees corporate governance-related risks, including assessing potential related party transactions, and evaluating the mix of director skills and experience with that of potential director candidates and the Board’s needs. ■ Reviews proposed updates to our core governance policies based on input from management and recommends changes to the Board.

Board Retainer:	$100,000
Equity Grant (grant date fair value):	$162,500
Lead Independent Director Retainer:	$40,000
Committee Chair Retainers:	$27,500 (Audit Committee) $21,000 (Compensation Committee) $20,000 (Nominating Committee)
Committee Member Retainers:	$12,500 (Audit Committee) $10,000 (Compensation Committee) $10,000 (Nominating Committee)
Meeting Fees:	$1,500 (per applicable meeting, as described below)
* Directors elected to the Board other than at an annual meeting receive prorated compensation.

Name	Fees Earned or Paid in Cash ($)^(a)		Stock Awards ($)^(b)		All Other Compensation ($)		Total ($)
Mr. Collins	$	112,500	$	162,500	$	—	$	275,000
Ms. Dominguez		122,500		162,500		—		285,000
Mr. Eltife		112,500		162,500		—		275,000
Mr. Finchem		30,000		282,500		—		312,500
Dr. Gabriel		112,500		162,500		—		275,000
Dr. Gilligan		137,500		162,500		—		300,000
Mr. Jastrow (c)		184,657		—		—		184,657
Mr. Johnson		100,000		192,500		—		292,500
Ms. Kozlak		27,500		272,500		—		300,000
Ms. Lora		161,000		162,500		—		323,500
Mr. Niccol		27,500		121,875		—		149,375
Mr. Weaver		100,000		182,500		—		282,500
Mr. Wood (c)		181,250		185,000		—		366,250
(a) Fees Earned or Paid in Cash. These amounts generally represent cash retainers paid to directors per their individual elections. The amount for Ms. Lora includes her Lead Independent Director retainer. The amounts for Mr. Niccol reflect his election to the Board in July 2021. (b) Stock Awards. These amounts represent the aggregate grant date fair value of the shares of our common stock or stock units granted to our directors in 2021 based on their individual elections with regard to their retainers and type of equity grant (i.e., shares or stock units). The grant date fair value of each such award is equal to the closing price of our common stock on the date of grant. All grants were made on April 8, 2021, except those for Mr. Niccol were made on July 8, 2021, the date he was elected to the Board. The table below shows the respective grants to our directors in 2021.

Name	2021 Common Stock Grants (#)	2021 Stock Unit Grants (#)
Mr. Collins	3,426	—
Ms. Dominguez	3,426	—
Mr. Eltife	3,426	—
Mr. Finchem	—	5,955
Dr. Gabriel	3,426	—
Dr. Gilligan	—	3,426
Mr. Johnson	4,057	—
Ms. Kozlak	—	5,744
Ms. Lora	—	3,426
Mr. Niccol	3,138	—
Mr. Weaver	—	3,847
Mr. Wood	474	3,426


Age: 61 Director Since: 2020 Founder and Managing Partner, theGROUP	Arthur R. Collins
	Arthur R. Collins is the founder and Managing Partner of theGROUP, a strategy, policy and communications firm. Prior to founding theGROUP in 2011, Mr. Collins was Chairman and CEO of Public Private Partnership, Inc., which he established in 1989. Mr. Collins has deep experience advising corporate, governmental, nonprofit and political organizations across a broad range of matters, including national security, energy, healthcare, agriculture, information technology, transportation, manufacturing and financial services. He also has a substantial presence in Washington, D.C. and the Southeast United States, where we have significant business operations.
	Public Company Directorships:
	■ KB Home ■ Aflac Incorporated ■ RLJ Lodging Trust
	Other Professional Experience:
	■ Vice Chair, Brookings Institution Board of Trustees (2014-Present) ■ Chairman, Morehouse School of Medicine Board of Trustees (2008-Present) ■ Member, Meridian International Center Board of Trustees (2011-2017) ■ Chairman, Florida A&M University Board of Trustees (2001-2003)


Age: 59 Director Since: 2017 Chairwoman and Chief Executive Officer, Vanir Group of Companies, Inc.	Dorene C. Dominguez
	Dorene C. Dominguez has served since 2004 as Chairwoman and Chief Executive Officer of the Vanir Group of Companies, Inc. and its subsidiaries Vanir Construction Management, Inc. and Vanir Development Company, Inc., which provide a wide range of program, project and construction management services for clients in the healthcare, education, justice, water/wastewater, public buildings, transportation and energy markets throughout the United States. Ms. Dominguez also serves as Chair of The Dominguez Dream, a nonprofit organization that provides academic enrichment programs in math, science, language arts and engineering to elementary schools in underserved communities. Ms. Dominguez has extensive experience in executive management, finance, and civic engagement, as well as significant expertise in project and asset management and real estate development. She also has a substantial presence and is well-regarded in California, an important market for us.
	Public Company Directorships:
	■ KB Home ■ CIT Group Inc. ■ Douglas Emmett, Inc.
	Other Professional Experience:
	■ Board of Trustees Member, University of Notre Dame (2018-Present) ■ Board Member, CIT Bank, N.A. (2017-Present) ■ Board Member, California Chamber of Commerce (2017-Present) ■ Member, The Coca-Cola Company Hispanic Advisory Council (2016-Present) ■ Board Member, Pride Industries, nonprofit employer of individuals with disabilities (2009-Present)


Age: 62 Director Since: 2020 Founder and Owner, Eltife Properties, Ltd.	Kevin P. Eltife
	Kevin P. Eltife has been the founder and owner of Eltife Properties, Ltd., a commercial real estate investment firm, since 1996. He also has served since 2018 as the Chairman of The University of Texas System Board of Regents, following his initial appointment to that board in 2017. Previously, Mr. Eltife served as a Texas State Senator and as the Mayor of Tyler, Texas. Mr. Eltife has deep expertise in overseeing sophisticated real estate development projects, a strong background in executive leadership and governance, and considerable policymaking and civic engagement experience. In addition, he is highly regarded in Texas, which is an important market for us.
	Public Company Directorships:
	■ KB Home
	Other Professional Experience:
	■ Chairman, The University of Texas System Board of Regents (2018-Present; Member 2017-Present) ■ Texas State Senator (2004-2016; President pro tempore, 2015-2016) ■ Director, First Citizens Bank (2002-Present) ■ Mayor, Tyler, Texas (1996-2002)


Age: 74 Director Since: 2005 Board Chair, The First Tee	Timothy W. Finchem
	Mr. Finchem has been Board Chair of The First Tee, a nonprofit youth development organization providing educational programs through the game of golf, since it was founded in 1997. He previously served as Commissioner of the PGA TOUR, a membership organization for professional golfers, from 1994 until his retirement in December 2016. He joined the PGA TOUR in 1987 and was promoted to Deputy Commissioner and Chief Operating Officer in 1989. Mr. Finchem has demonstrated success in broadening the popularity of professional golf among the demographic groups that make up our core homebuyers and experience in residential community development. He also has a substantial presence in Florida, one of our key markets.
	Public Company Directorships:
	■ KB Home
	Other Professional Experience:
	■ Commissioner, PGA TOUR (1994-2016) ■ Co-founder, National Marketing and Strategies Group (1980-1986) ■ Deputy Advisor to the President, White House Office of Economic Affairs (1978-1979)


Age: 68 Director Since: 2016 Director, Richard S. Ziman Center for Real Estate at UCLA Distinguished Professor of Finance and Arden Realty Chair, UCLA Anderson School of Management	Dr. Stuart A. Gabriel
	Dr. Gabriel has been since 2007 the Director of the Richard S. Ziman Center for Real Estate at UCLA, and is Distinguished Professor of Finance and Arden Realty Chair at the UCLA Anderson School of Management. With Dr. Gabriel’s significant professional experience in and distinguished study of macroeconomics and real estate, mortgage and finance markets, he has considerable knowledge and insight with respect to the economic, regulatory and financial drivers that affect housing and homebuilding at local, regional and national levels. In addition, with more than two decades of service in leadership roles at two of the most preeminent academic institutions in the country — UCLA and USC — he has substantial management and administrative expertise and is highly respected for his perspective on housing and land use matters in California, an important market for us, and nationally.
	Public Company Directorships:
	■ KB Home ■ KBS Real Estate Investment Trust II, Inc. ■ KBS Real Estate Investment Trust III, Inc. ■ KBS Real Estate Investment Trust, Inc. (2005-2018)
	Other Professional Experience:
	■ Director and Lusk Chair, USC Lusk Center for Real Estate (1997-2007) ■ Associate Professor/Professor, Finance and Business Economics, USC Marshall School of Business (1990-1997) ■ Economics Staff Member, Federal Reserve Board (1986-1990)


Age: 67 Director Since: 2012 Emeritus Senior Fellow, The Hoover Institution on War, Revolution and Peace Clinical Professor of Finance and a Senior Scholar at the McCombs School of Business Salem Center for Policy	Dr. Thomas W. Gilligan
	Dr. Gilligan is currently an Emeritus Senior Fellow at the Hoover Institution on War, Revolution, and Peace at Stanford University, a position he has held since September 2020. In addition, since September 2021, Dr. Gilligan has been a clinical professor of finance and a senior scholar at the McCombs School of Business Salem Center for Policy. From September 2015 until September 2020, Dr. Gilligan served as the Tad and Dianne Taube Director of the Hoover Institution, which is a public policy research center devoted to the advanced study of economics, politics, history, political economy, and international affairs. Dr. Gilligan has deep knowledge of and significant academic credentials in the fields of finance, economics, and business administration. He also brings extensive leadership skills and experience from his many years of service as a dean at two of the premier post-graduate business schools in the country and his immediate past position as the head of a prominent public policy institution. In addition, he is well-known and highly regarded, professionally and personally, in both Texas and California, which are key markets for us.
	Public Company Directorships:
	■ KB Home ■ Southwest Airlines Co.
	Other Professional Experience:
	■ Director, Hoover Institution (2015-2020) ■ Dean, McCombs School of Business (2008-2015) ■ Interim Dean, USC Marshall School of Business (2006-2007; Professor 1987-2006) ■ Assistant Professor, California Institute of Technology (1984-1987) ■ Staff Economist, White House Council of Economic Advisors (1983-1984)


Age: 58 Director Since: 2021 Founder and CEO, Kozlak Capital Partners, LLC	Jodeen A. Kozlak
	Jodeen A. Kozlak is the founder and CEO of Kozlak Capital Partners, LLC, a private consulting firm. Ms. Kozlak previously served as the Global Senior Vice President of Human Resources of Alibaba Group, a multinational conglomerate. Ms. Kozlak also previously served as the Executive Vice President and Chief Human Resources Officer of Target Corporation, one of the largest retailers in the U.S., and held other senior roles in her 15-year career at the company. Prior to joining Target, Ms. Kozlak was a partner in a private law practice. Ms. Kozlak has significant experience and insight into human capital management, talent development and executive compensation across a variety of organizational structures, as well as a strong background in executive leadership. In addition, she is well-known and highly respected in California, which is a significant market for us.
	Public Company Directorships:
	■ KB Home ■ C.H. Robinson Worldwide, Inc. ■ Leslie’s, Inc. ■ MGIC Investment Corporation
	Other Professional Experience:
	■ Global Senior Vice President of Human Resources of Alibaba Group (2016-2017) ■ Executive Vice President and Chief Human Resources Officer of Target Corporation (2007-2016)


Age: 59 Director Since: 2004 Lead Independent Director Since: 2016 Former President, Taco Bell International	Melissa Lora
	Melissa Lora, a corporate director, served in several senior executive roles over her 31-year career at Taco Bell Corp., a division of Yum! Brands, Inc., one of the world’s largest restaurant companies, including as president of its international businesses at her retirement. In that position, she spearheaded Taco Bell International’s growth, driving a record number of new restaurant openings, and was widely recognized as an influential female leader in the industry. Ms. Lora is very knowledgeable of and has substantial experience and expertise in financial matters as well as in managing real estate assets. She made significant contributions to the work of the Audit Committee during her tenure as a member, providing strong leadership as its chair from 2008 to 2018. The Board first elected Ms. Lora as Lead Independent Director in November 2016 and has re-elected her to the role in each subsequent year.
	Public Company Directorships:
	■ KB Home ■ Conagra Brands, Inc. ■ MGIC Investment Corporation
	Other Professional Experience:
	■ President, Taco Bell International (2013-2018) ■ Global Chief Financial and Development Officer, Taco Bell Corp. (2012-2013) ■ Chief Financial and Development Officer, Taco Bell Corp. (2006-2012) ■ Chief Financial Officer, Taco Bell Corp. (2001-2006)


Age: 66 Director Since: 2006 Chairman Since: 2016 Chairman, President and Chief Executive Officer, KB Home	Jeffrey T. Mezger
	Jeffrey T. Mezger has been our President and Chief Executive Officer since November 2006 and was elected Chairman of the Board in 2016. Prior to becoming President and Chief Executive Officer, Mr. Mezger served as our Executive Vice President and Chief Operating Officer, a position he assumed in 1999. From 1995 until 1999, Mr. Mezger held a number of executive posts in our southwest region, including Division President, Arizona Division, and Senior Vice President and Regional General Manager over Arizona and Nevada. Mr. Mezger joined us in 1993 as president of the Antelope Valley Division in Southern California. In 2012, Mr. Mezger was inducted into the California Homebuilding Foundation Hall of Fame. As our CEO, Mr. Mezger has demonstrated consistently strong operational leadership, and ownership of our business strategy and its results. He has also established himself as a leading voice in the industry through his over 40 years of experience in the public company homebuilding sector.
	Public Company Directorships:
	■ KB Home
	Other Professional Experience:
	■ Policy Advisory Board Member, Fisher Center for Real Estate and Urban Economics at UC Berkeley Haas School of Business (2010-present) ■ Founding Chairman, Leading Builders of America (2009-2013; Executive Committee member until 2016) ■ Policy Advisory Board Member, Harvard Joint Center for Housing Studies (2004-present; Board Chair 2015-2016) ■ Executive Board Member, USC Lusk Center for Real Estate (2000-2018)


Age: 47 Director Since: 2021 Chairman and Chief Executive Officer, Chipotle Mexican Grill, Inc.	Brian R. Niccol
	Brian R. Niccol is the Chairman and Chief Executive Officer of Chipotle Mexican Grill, Inc., which operates 2,800 company-owned restaurants across the U.S., as well as in Canada and Europe. Mr. Niccol has served as Chipotle’s Chief Executive Officer since 2018 and as its Board Chairman since 2020. From 2015 to 2018, Mr. Niccol served as Chief Executive Officer of Taco Bell Corp., a division of Yum! Brands, Inc., a global restaurant company. He joined Taco Bell in 2011 as Chief Marketing and Innovation Officer and served as President from 2013 to 2014. Prior to Taco Bell, from 2005 to 2011 he served in various executive positions at Pizza Hut, another division of Yum! Brands, including General Manager and Chief Marketing Officer. Before joining Yum! Brands, Mr. Niccol spent 10 years at Procter & Gamble Co., serving in various brand management positions. Mr. Niccol has significant experience and expertise in executive leadership, operational strategy development and execution, digital marketing and brand building. In addition, he is well known and highly respected in California, which is a significant market for us.
	Public Company Directorships:
	■ KB Home ■ Chipotle Mexican Grill, Inc. ■ Harley-Davidson, Inc. (2016-2021)
	Other Professional Experience:
	■ Chief Executive Officer, Taco Bell Corp. (2015-2018; President 2013-2014; Chief Marketing and Innovation Officer 2011-2013) ■ General Manager and Chief Marketing Officer, Pizza Hut (2009-2011; Chief Marketing Officer 2007-2009; other management positions 2005-2007) ■ Brand Management, Procter & Gamble, Co. (1996-2005)


Age: 46 Director Since: 2017 Chief Executive Officer and Chairman, CW Interests, LLC	James C. Weaver
	James C. “Rad” Weaver is CEO and Chairman of CW Interests, LLC, an investment management firm in San Antonio, Texas. He oversees the implementation of the company’s investment strategies, including management of direct investments in private operating businesses. Mr. Weaver is the former CEO of McCombs Partners. He also serves as a director of several private companies including Cox Enterprises, Inc., Circuit of the Americas and Milestone Brands. In 2017, he was appointed to the University of Texas System Board of Regents. Mr. Weaver has considerable experience in executive leadership, business strategy and execution, financial planning and analysis, and asset/investment management across a broad range of industries along with critical insight on governance and economic and regulatory policymaking. In addition, with his professional achievements and significant community involvement, he has a substantial presence and is well-regarded in Texas, a core market for us.
	Public Company Directorships:
	■ KB Home
	Other Professional Experience:
	■ Member, The University of Texas System Board of Regents (2017-Present) ■ Board Member and Current Chair Pro Tem, San Antonio Branch, Federal Reserve Bank of Dallas (Member 2014-Present; Chair Pro Tem 2016-Present) ■ Member, The McCombs School of Business Advisory Council (2014-Present) ■ San Antonio Chamber of Commerce Board of Directors (Member 2014-2017; Chairman 2016-2017) ■ McCombs Partners (2000-2020; Chief Executive Officer 2006-2020)

Non-Employee Directors*	Total Ownership^(a)	Stock Options^(b)
Arthur R. Collins	5,454	—
Dorene C. Dominguez	24,448	—
Kevin P. Eltife	5,454	—
Timothy W. Finchem	187,047	—
Dr. Stuart A. Gabriel	38,648	—
Dr. Thomas W. Gilligan	41,063	—
Robert L. Johnson	145,629	—
Jodeen A. Kozlak	6,730	—
Melissa Lora	180,619	—
Brian R. Niccol	3,138	—
James C. Weaver	27,732	—
Named Executive Officers
Jeffrey T. Mezger	2,014,622	757,952
Jeff J. Kaminski	451,658	305,882
Matthew W. Mandino	145,349	59,980
Robert V. McGibney	78,526	49,402
Albert Z. Praw	173,140	—
All Directors and Executive Officers as a Group (17 people)	3,795,094	1,306,488
(a) No non-employee director or NEO owns more than 1% of our outstanding common stock, except for Mr. Mezger, who owns 2.1%. All non-employee directors and executive officers as a group own 3.9% of our outstanding common stock. The total ownership amount reported for each non-employee director includes all equity-based compensation awarded to them for their service on the Board, encompassing shares of common stock and stock units. Included in Mr. McGibney’s reported total ownership are 7,094 restricted shares of common stock. Dr. Gabriel, Ms. Lora and Mr. Kaminski each hold their respective vested shares of our common stock in family trusts over which they have shared voting and investment control with their respective spouses. (b) The reported stock option amounts are the shares of our common stock that can be acquired within 60 days of February 18, 2022. Non-employee director stock options were last granted in April 2014, as they ceased being a component of director compensation after that date. The remaining outstanding director stock options are held by a former director and expire in April 2022. * Director Emeritus Mr. Michael M. Wood has a total ownership of 60,318, encompassing shares of common stock held in a family trust, and stock units.

Stockholder^(a)	Total Ownership	Percent of Class
BlackRock, Inc. 55 East 52^ndStreet, New York, NY 10055	10,628,707	12.2%
The Vanguard Group, Inc. 100 Vanguard Blvd., Malvern, PA 19355	7,862,708	9.0%
KB Home Grantor Stock Ownership Trust^(b) Wells Fargo Retirement and Trust Executive Benefits, One West Fourth Street, Winston-Salem, NC 27101	6,705,247	7.1%
(a) The stockholders’ respective voting and dispositive power with respect to their reported ownership is presented below, excluding the GSOT.

	Blackrock, Inc.⁽ⁱ⁾	The Vanguard Group, Inc.⁽ⁱⁱ⁾
Sole voting power	10,093,039	—
Shared voting power	—	87,278
Sole dispositive power	10,628,707	7,700,723
Shared dispositive power	—	161,985
(i) Blackrock, Inc. is a parent holding company. A BlackRock, Inc. subsidiary, BlackRock Fund Advisors, beneficially owned five percent or more of Blackrock, Inc.’s reported total beneficial ownership. (ii) The Vanguard Group, Inc. is an investment adviser to various investment companies.

Strategic Risk Management: Experience implementing business or institutional strategic plans and managing the associated risks.

Corporate Governance: Experience with public or large private company governance.

Technological Innovation: Experience with or management of technology applications, advanced products or organizations that develop them.

Enterprise Leadership: Experience as chief executive or top manager of a commercial or academic organization.

Retailing: Experience operating or managing retail businesses or operations similar to our design studios.

Finance/Investing: Professional or academic expertise or experience in preparing, auditing or evaluating financial statements, or in managing commercial investments.

Real Estate: Professional experience in acquiring, managing or selling real estate assets.

Government: Experience serving as a public official or in another public position, or working with or advising on regulatory, legislative or policy matters.

Human Resources: Experience in talent management, professional development and/or succession planning.

Homebuilding: Experience or expertise in residential land development or home construction activities.

Environmental: Experience or expertise with managing or advising on operational environmental matters, or possesses a relevant academic/research background.