DEF 14A

DEF 14A 1 d188597ddef14a.htm DEF 14A DEF 14A

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

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☒		Definitive Proxy Statement

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☐		Soliciting Material under §240.14a-12

Lennar Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LOGO

Building a Sustainable Lennar

At Lennar, sustainability is about configuring our business to remain financially excellent, while employing new technologies to modernize our business practices, and adopting evermore social and environmental practices to fulfill the highest aspirations of our stakeholders. With a foundation of solid governance principles that ensure integrity and accountability, we have created an environmentally conscious homebuilding strategy, that focuses on inclusion and diversity, and engages and supports the communities where we do business.

We are one of the largest homebuilders in the United States and we build homes to last, meeting the lifestyle preferences of our customers. We include as standard in our new homes sustainable and energy efficient features, making them healthier and easier to live in than prior generations of homes. We are constantly focused on improving the future of home ownership and rental, whether through our commitment to solar energy, our strides to improve water and air quality, or our strategic investments in companies that develop energy and resource saving products. We incorporate these innovative products in new homes, and help our partners bring them to market faster. By focusing broadly, we can create healthy homes and family experiences, alongside a strong bottom line, while appealing to both customers and investors who expect and demand a broader social responsibility. We are truly driving the greatest shareholder value and building a “Sustainable” Lennar.

LOGO

Stockholders

We are focused on creating long-term value for our stockholders through a commitment to corporate ethics, risk management, careful execution of our strategies, and investments in initiatives that are redefining the future of both Lennar and our industry.

While we are intensely focused on our core homebuilding business, we believe our technology investments represent a significant opportunity to create efficiencies in our internal operations and to reduce our costs.

Homebuyers

We are bringing the dream of homeownership to our homebuyers.

We use our size to maximize our purchasing power so we can provide our homeowners with luxury features as standard items through our Everything’s Included® approach. We also provide connected homes that are wifi guaranteed with no dead spots, and green building features that reduce energy consumption and costs.

Our investments in technology provide our homeowners with enhanced experiences, including our digitized financing process that allows homeowners to finance their homes with less paper, in less time, and with more transparency.

Environment

Our purchasing power enables us to include green features in our homes. Each new home we build is healthier and more energy efficient, and has less impact on the environment, than prior generations of homes as a result of features like:

• Solar power that generates clean energy;

– 11,147 solar power Lennar home deliveries in fiscal 2021

– 48,100 solar power Lennar home deliveries since 2013

• Low-VOC paint that reduces pollution

• WaterSense^® faucets that reduce water flow without sacrificing performance

• Low-E windows that reduce infrared and ultraviolet light coming into the home

• Energy Star^® appliances that reduce energy consumption

In addition, our home design and engineering work optimizes building materials and reduces construction waste. We are embracing green practices as we move toward a more environmentally and economically sustainable future.

LOGO

Community

Giving back to the communities in which we operate, with both our time and financial support, is one of our core values.

THE LENNAR FOUNDATION

The Lennar Foundation, which was created over 30 years ago, is focused on helping people through medical research, education, jobs training, and support for vulnerable groups. Lennar contributed $1,000 per home delivered in 2021 to the Lennar Foundation.

Below are recent examples of The Lennar Foundation’s giving and support:

• Helped build state-of-the-art outpatient hospital, “The Lennar Foundation Medical Center,” at the University of Miami

• Supported cancer research at the Sylvester Comprehensive Cancer Center in Miami

• Established the Lennar Foundation Cancer Center at City of Hope Orange County in Irvine, California

• Established a college scholarship program for underserved students where each student’s full college costs, including dorm, books and meals, are paid for

• Created a residential construction job skills training program in Miami, and expanded the program to multiple additional locations

FOCUSED ACTS OF CARING

Annually, each of Lennar’s divisions chooses a charitable organization to help by donating time and financial support.

DOLPHINS CHALLENGE CANCER

Lennar associates from across the country participate in a bike, run, and walk event. Funds raised from these efforts support the Sylvester Comprehensive Cancer Center in Miami.

Associates

We believe that everyone can succeed, no matter where you start or the path you have taken. Our associates are our most valuable asset, and we are committed to building an inclusive and diverse workforce that supports each associate’s unique journey.

TALENT

Our success starts and ends with having the best talent. We are focused on attracting, developing, engaging and retaining our associates. For example, our university talent program brings diverse college graduates and summer interns into Lennar to grow our talent pipeline.

WELL-BEING

We understand the importance of life balance, and offer associates a competitive and comprehensive benefits package, including paid parental leave and resources for whole-self well-being (physical, social, and financial).

CULTURE

We believe having an inclusive work environment, where everyone has a sense of belonging, not only drives engagement but fosters innovation, which is critical to driving growth. Our “Everyone’s Included” mantra anchors our unique culture.

SAFETY

Safe work environments, through worker safety and regulatory compliance, are a priority for us. Measurements of our worker safety metrics are reviewed by our Board of Directors so we can ensure that we are successfully managing and improving our safety program.

Trade Partners

We are focused on being the builder of choice for our trade partners. Our size and scale, combined with our even-flow production and Everything’s Included^® platform, allow us to provide predictable, consistent work for our trade partners.

Corporate Governance

Our Board is built on a foundation of strong governance practices that promote integrity and accountability, and this guides our conduct and commitment to doing the right thing for the right reason.

Our governance practices include:

• Majority independent directors

• Strong independent Lead Director

• Annual election of all directors

• Stock ownership guidelines

• Active stockholder engagement

• Board oversight of risk management and cybersecurity protection

• Executive compensation that is aligned with stockholder interests

• Strong corporate controls

LOGO

ANNUAL MEETING OF STOCKHOLDERS

YOUR VOTE IS IMPORTANT

Even if you plan to attend the Annual Meeting, we encourage you to vote your shares in advance to ensure they are counted.

When:

Tuesday, April 12, 2022

11:00 AM Eastern Time

Where:

Virtual Meeting Site:

www.virtualshareholdermeeting.com/LEN2022

HOW YOU CAN VOTE

Dear Stockholder:

You are invited to attend the 2022 Annual Meeting of Stockholders of Lennar Corporation. Due to the COVID-19 pandemic, the Annual Meeting will be held in a virtual format to provide a safe experience for our stockholders and associates. To attend, vote, and submit questions during the Annual Meeting visit www.virtualshareholdermeeting.com/LEN2022 and enter the control number included in your Notice Regarding the Availability of Proxy Materials, voting instruction form, or proxy card. Online access to the webcast will open approximately 15 minutes prior to the start of the Annual Meeting.

At the Annual Meeting, you will be asked to consider the following proposals:

Proposal 1:

Elect eleven directors to serve until the 2023 Annual Meeting of Stockholders.

Proposal 2:

Approve, on an advisory basis, the compensation of our named executive officers.

Proposal 3:

Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending November 30, 2022.

Proposal 4:

Approve the Lennar Corporation 2016 Equity Incentive Plan, as Amended and Restated.

Proposal 5:

Vote on a stockholder proposal to reduce the common stock ownership threshold to call a special meeting.

We will also transact any other business that may properly come before the Annual Meeting and any adjournment or postponement of the Annual Meeting.

Only stockholders of record as of the close of business on February 15, 2022, may vote at the Annual Meeting.

It is important that your shares be represented at the Annual Meeting, regardless of the number you hold. Even if you plan to attend the virtual Annual Meeting, please vote in advance. You can still vote your shares during the Annual Meeting if you participate electronically.

Sincerely,

LOGO

Mark Sustana

Vice President, General Counsel and Secretary

March 1, 2022

Online Before the Meeting^*

www.proxyvote.com

Phone

1-800-690-6903

LOGO

Mail

Complete, sign and date your proxy/voting instruction card and mail it in the postage-paid return envelope.

LOGO

Online at the Meeting*

Attend the Annual Meeting virtually and follow the instructions on the website.

* Detailed instructions for Internet voting are set forth on the Notice Regarding the Availability of Proxy Materials, which also contains instructions on how to access our proxy statement and annual report online.

We mailed a Notice Regarding the Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report on or about March 1, 2022.

Lennar’s proxy statement and annual report are available online at www.proxyvote.com.

Contents



PROXY SUMMARY			i

PROPOSAL 1: ELECTION OF DIRECTORS			1

CORPORATE GOVERNANCE			8

Board Independence			8

Board Leadership Structure			8

Filling Seats on the Board			8

Board Committees			9

Risk Management			11

Stockholder Engagement			12

Corporate Governance Documents			12

Meetings			12

Communication with the Board of Directors			12

Certain Relationships and Related Transactions			13

Director Compensation			14

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION			17

COMPENSATION DISCUSSION AND ANALYSIS			18

COMPENSATION COMMITTEE REPORT			33

EXECUTIVE COMPENSATION			34

Summary Compensation Table			34

Grants of Plan-Based Awards			35

Outstanding Equity Awards at Fiscal Year-End			37

Option Exercises and Stock Vested			38

Potential Payments Upon Termination after Change in Control			38

CEO Pay Ratio			40

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS			41

AUDIT COMMITTEE REPORT			43

PROPOSAL 4: APPROVAL OF LENNAR CORPORATION 2016 EQUITY INCENTIVE PLAN, AS AMENDED AND RESTATED			44

PROPOSAL 5: SPECIAL SHAREHOLDER MEETING IMPROVEMENT			49

SECURITY OWNERSHIP			51

Security Ownership of Officers and Directors			51

Security Ownership of Principal Stockholders			52

OTHER MATTERS			54

EXHIBIT A: LENNAR CORPORATION 2016 EQUITY INCENTIVE PLAN, AS AMENDED AND RESTATED			A-1

LOGO

This summary does not contain all the information stockholders should consider, and we encourage stockholders to read the entire proxy statement carefully.



Annual Meeting of Stockholders

		When: Tuesday, April 12, 2022 11:00 AM Eastern Time Where: Virtual Meeting Site: www.virtualshareholdermeeting.com/LEN2022 Due to the COVID-19 pandemic, the Annual Meeting will be held in a virtual format to provide a safe experience for our stockholders and associates. To attend, vote, and submit questions during the Annual Meeting visit www.virtualshareholdermeeting.com/LEN2022 and enter the control number included in your Notice Regarding the Availability of Proxy Materials, voting instruction form, or proxy card. Online access to the webcast will open approximately 15 minutes prior to the start of the Annual Meeting.

Voting Matters


		For more information	Board’s recommendation

Proposal 1	To elect eleven directors to serve until the 2023 Annual Meeting of Stockholders.	Page 1	FOR all nominees

Proposal 2	To approve, on an advisory basis, the compensation of our named executive officers, which we refer to as “say on pay.”	Page 17	FOR

Proposal 3	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending November 30, 2022.	Page 41	FOR

Proposal 4	To approve the Lennar Corporation 2016 Equity Incentive Plan, as Amended and Restated.	Page 44	FOR

Proposal 5	To vote on a stockholder proposal to reduce the common stock ownership threshold to call a special meeting (“Special Shareholder Meeting Improvement”).	Page 49	AGAINST

We will also transact any other business that may properly come before the Annual Meeting and any adjournment or postponement of the Annual Meeting.

i | LENNAR CORPORATION 2022 PROXY STATEMENT

Proxy Summary

Directors

The following table introduces our Board of Directors (“Board”) .

Current Committee Memberships

Director Nominee

Independent

Director Since

Audit

Compensation

Nominating

& Corporate

Governance

Executive

Independent
Directors
Transactions

Amy Banse

⬛

2021

⬛

Rick Beckwitt

2018

Steven L. Gerard

⬛

2000

⬛*

⬛

Theron (Tig) Gilliam

⬛

2010

⬛*

⬛

Sherrill W. Hudson

⬛

2008

⬛*

⬛

Jonathan M. Jaffe

2018 ⁽¹⁾

Sidney Lapidus ⁽²⁾

⬛

1997

⬛

Teri P. McClure

⬛

2013

⬛

Stuart Miller ⁽³⁾

1990

⬛

Armando Olivera

⬛

2015

⬛*

⬛

Jeffrey Sonnenfeld

⬛

2005

⬛

Meetings in fiscal 2021

⬛	Chairperson

*	Audit committee financial expert

(1)	Mr. Jaffe also was a director from 1997-2004

(2)	Lead Director since 2005

(3)	Executive Chairman since 2018

LENNAR CORPORATION 2022 PROXY STATEMENT | ii

Proxy Summary

Experience and Expertise

The following chart reflects the experience and expertise of our eleven director nominees.

SKILLS & QUALIFICATIONS OF OUR ELEVEN DIRECTOR NOMINEES

LOGO

Corporate Governance Practices

Independence

•

All non-management directors are independent

•

Independent directors meet regularly in executive session

•

All members of the Audit, Compensation, and Nominating and Corporate Governance Committees are independent

Accountability

•

Annual election of all directors and majority voting in uncontested elections

•

Annual stockholder advisory vote to approve named executive officer (“NEO”) compensation

•

Compensation clawback policy

•

Annual board and committee evaluations

Board Practices

•

Corporate Governance Guidelines that are publicly available and reviewed annually

•

Balanced and diverse Board composition

•

Regular review of cybersecurity, safety and other significant risks

Ethical Practices

•

Code of Business Ethics and Conduct that is applicable to all our directors, officers, and associates

•

Ethics hotline available to all associates as well as third parties

•

Audit Committee responsible for reviewing complaints regarding financial, accounting, auditing, code of conduct, or related matters

Alignment with Stockholder Interests

•

Pay-for-performance executive compensation program

•

Robust stock ownership guidelines for directors and executive officers

•

Prohibition against director and executive officer hedging of Lennar stock

•

Prohibition against director and executive officer pledging of Lennar stock used to satisfy stock ownership guidelines

iii | LENNAR CORPORATION 2022 PROXY STATEMENT

Proxy Summary

Stockholder Engagement



We regularly engage with our stockholders about our business and operations. During fiscal 2021, we spoke with stockholders representing almost 2/3 of our outstanding shares about issues of importance to them, including our executive compensation practices and our corporate governance policies.		During fiscal 2021, we spoke with stockholders representing almost 2/3 of our outstanding shares.

Performance Highlights

During fiscal 2021, we achieved strong financial and operational performance, including:

REVENUE

PRETAX INCOME

HOME DELIVERIES

NEW HOME ORDERS

$27.1B

p 21%

$5.8B

p 86%

59,825

p 13%

64,543

p 15%

Compensation Practices

We employ a number of practices that reflect our pay-for-performance compensation philosophy and related approach to executive compensation.

What we do

What we don’t do

• Directly link pay of senior management to performance
and stockholder returns

• Maintain a compensation clawback policy

• Maintain robust stock ownership guidelines for executive officers and our directors

• Require a “double-trigger” for change in control severance benefits

• Retain an independent compensation consultant

• No hedging by executive officers

• No excise tax “gross-up” payments

• No supplemental company-paid retirement benefits
designed for executive officers

• No employment contracts with our NEOs

• No excessive severance or change in control benefits

LENNAR CORPORATION 2022 PROXY STATEMENT | iv

Proxy Summary

Compensation Highlights

Our executive compensation programs are designed to reward both short-term and long-term growth in the revenues and profitability of our business, as well as total stockholder return. As shown below, the vast majority of fiscal 2021 compensation for our named executive officers was performance-based or equity-based.

2021 COMPENSATION PAY MIX

LOGO

Consistent with our compensation objectives, our named executive officers received the following total direct compensation (base salary, annual cash incentive awards, and equity awards) for fiscal 2021:

2021 NEO COMPENSATION SUMMARY


Name	Salary ($)		Stock Awards ($)		Annual Cash Incentive Awards ($)		Total ($)

Stuart Miller		1,000,000		18,921,266		18,921,275		38,842,541
Executive Chairman

Rick Beckwitt		800,000		16,607,806		16,607,876		34,015,682
Co-Chief Executive Officer and Co-President

Jonathan M. Jaffe		800,000		16,607,806		16,607,876		34,015,682
Co-Chief Executive Officer and Co-President

Diane Bessette		750,000		2,000,407		2,775,000		5,525,407
Vice President, Chief Financial Officer and Treasurer

Jeff McCall		750,000		1,750,169		2,375,000		4,875,169
Executive Vice President

Mark Sustana		465,000		1,190,205		1,173,000		2,828,205
Vice President, General Counsel and Secretary

v | LENNAR CORPORATION 2022 PROXY STATEMENT

LOGO

Directors are elected at each annual meeting of stockholders for a term expiring at the next annual meeting. Upon the recommendation of the Nominating and Corporate Governance Committee (the “NCG Committee”), our Board has nominated Amy Banse, Rick Beckwitt, Steven L. Gerard, Theron I. (“Tig”) Gilliam, Sherrill W. Hudson, Jonathan M. Jaffe, Sidney Lapidus, Teri P. McClure, Stuart Miller, Armando Olivera and Jeffrey Sonnenfeld for re-election, each for a term that will expire at the next annual meeting of stockholders. Each nominee has consented to serve if elected.

Our Board is responsible for overseeing the management of our business. We believe that each of our directors possesses the necessary experience, skills, and qualities to fully perform the duties of a director and to contribute to Lennar’s success. In addition, each of our directors possesses outstanding personal integrity and interpersonal and communication skills, is highly accomplished professionally, has an understanding of the interests and issues that are important to our stockholders, and is able to dedicate sufficient time to fulfilling the obligations of a director. Each director’s principal occupation and other pertinent information about each director’s experience, qualifications, attributes, and skills that led the Board to conclude that these individuals should serve as directors follows below.

We keep our non-management directors informed of our business at meetings and through reports and analyses presented to the Board or to committees of the Board. Regular communications between the directors and management also occur apart from meetings of the Board of Directors and committees of the Board. Among other things, from time to time, the Board schedules calls with senior management to discuss the Company’s business strategies.

LENNAR CORPORATION 2022 PROXY STATEMENT | 1

Proposal 1: Election of Directors Nominees for Election

Nominees for Election



	Amy Banse Age: 62 Director Since: 2021 Independent	Committees • Compensation • Nominating and Corporate Governance

Professional Experience Ms. Banse is a Venture Partner with Mastry, an early stage venture capital fund. Ms. Banse previously served as executive vice president, Comcast Corporation, a global media and technology company, and as managing director and head of funds at Comcast Ventures LLC from August 2011 to September 2020. Under her leadership, Comcast Ventures grew the size and diversity of its portfolio, making it one of the country’s most active corporate venture arms, investing in early-and later-stage companies across a wide spectrum of industries, including commerce, digital media, cybersecurity, SaaS, enterprise, and autonomous vehicles. From 2005 to 2011, Ms. Banse was senior vice president, Comcast Corporation and president, Comcast Interactive Media, a division of Comcast responsible for developing online strategy and operating the company’s digital properties. In this role, she drove the acquisition of a number of digital properties, including Fandango, and, together with her team, oversaw the development of Xfinity TV. During her tenure at Comcast beginning in 1991, Ms. Banse held various positions at the company, including content development, programming investments and overseeing the development and acquisition of Comcast’s cable network portfolio. Earlier in her career, Ms. Banse was an associate at Drinker, Biddle & Reath LLP. Qualifications The Board nominated Ms. Banse to serve as a director because of her experience with digital media and technology, her strategic and financial expertise, and her executive leadership experience.		Other Boards • Adobe, Inc. • On Holding AG • The Clorox Company



	Rick Beckwitt Age: 62 Director Since: 2018	Committees • None

Professional Experience Mr. Beckwitt has served as our Co-Chief Executive Officer and Co-President since November 2020, and, prior to that, our Chief Executive Officer from April 2018 to November 2020. Before that time, Mr. Beckwitt served as our President from April 2011 to April 2018, and our Executive Vice President from 2006 to 2011. Qualifications The Board nominated Mr. Beckwitt to serve as a director because he has extensive knowledge of the homebuilding industry, and our Company’s operations and strategic plans.		Other Boards • Eagle Materials Inc. • previously, Five Point Holdings, LLC

2 | LENNAR CORPORATION 2022 PROXY STATEMENT

Proposal 1: Election of Directors Nominees for Election



	Steven L. Gerard Age: 76 Director Since: 2000 Independent	Committees • Audit (financial expert) • Compensation (chair) • Independent Directors Transactions

Professional Experience Mr. Gerard served as the Chief Executive Officer of CBIZ, Inc., a provider of professional business services, from October 2000 until his retirement in March 2016, and he continues to serve as the Chairman of its Board of Directors, a position he has held since October 2002. From July 1997 to October 2000, Mr. Gerard served as Chairman and Chief Executive Officer of Great Point Capital, Inc., an operations and financial consulting firm. From September 1992 to July 1997, Mr. Gerard served as Chairman and Chief Executive Officer of Triangle Wire & Cable, Inc., and its successor, Ocean View Capital, Inc., a manufacturer of residential, commercial, and industrial wire and cable products. Prior to that, Mr. Gerard spent sixteen years in various corporate finance and banking positions at Citibank, N.A. and spent seven years at the American Stock Exchange, last serving as Vice President of its Securities Division. He is a National Association of Corporate Directors Board Leadership Fellow. Qualifications The Board nominated Mr. Gerard to serve as a director because of his experience as a Chief Executive Officer and in other senior management positions of significant companies for many years.		Other Boards • AutoNation, Inc. • CBIZ, Inc. • previously, Joy Global, Inc. and Las Vegas Sands Corp.



	Tig Gilliam Age: 57 Director Since: 2010 Independent	Committees • Audit (financial expert) • Compensation • Independent Directors Transactions

Professional Experience Mr. Gilliam has served as Chief Executive Officer of NES Fircroft (formerly known as NES Global Talent), a global talent solutions company, since November 2014. Mr. Gilliam was previously a Managing Director and Operating Partner of AEA Investors LP, a private equity firm, from November 2013 to November 2014, and the Regional Head of North America and member of the Executive Committee at Addeco Group SA, a human resources, temporary staffing, and recruiting firm, from March 2007 until July 2012. From 2002 until he joined Addeco, Mr. Gilliam was with International Business Machines (“IBM”), serving, among other things, as the Global Supply Chain Management Leader for IBM Global Business Services. Mr. Gilliam was a partner with PricewaterhouseCoopers Consulting until it was acquired by IBM in October 2002. Qualifications The Board nominated Mr. Gilliam to serve as a director because of his expertise in matters related to supply chain management and human resources.		Other Boards • GMS, Inc.

LENNAR CORPORATION 2022 PROXY STATEMENT | 3

Proposal 1: Election of Directors Nominees for Election



	Sherrill W. Hudson Age: 79 Director Since: 2008 Independent	Committees • Audit (chair, financial expert) • Compensation

Professional Experience Mr. Hudson served on the Board of TECO Energy, Inc., an energy-related holding company, from January 2003 until July 2016. Previously, Mr. Hudson was Executive Chairman of TECO Energy from August 2010 to December 2012, and Chairman and Chief Executive Officer of TECO Energy from 2004 until August 2010. Prior to joining TECO Energy in July 2004, Mr. Hudson spent 37 years with Deloitte & Touche LLP until he retired in 2002. Mr. Hudson is a member of the Florida Institute of Certified Public Accountants. Qualifications The Board nominated Mr. Hudson to serve as a director because of his extensive knowledge of accounting and his management experience.		Other Boards • CBIZ, Inc. • United Insurance Holdings Corp. • previously, Publix Supermarkets, Inc.



	Jonathan M. Jaffe Age: 62 Director Since: 2018 (also a director from 1997 to 2004)	Committees • None

Professional Experience Mr. Jaffe has served as our Co-Chief Executive Officer and Co-President since November 2020, and, prior to that, served as our President from April 2018 to November 2020. Mr. Jaffe served as our Chief Operating Officer from December 2004 to January 2019, and he continues to have responsibility for the Company’s operations nationally. Previously, Mr. Jaffe served as Vice President of Lennar from 1994 to April 2018, and prior to then, he served as a Regional President in our Homebuilding operations. Qualifications The Board nominated Mr. Jaffe to serve as a director because he has extensive knowledge of the homebuilding industry, and our Company’s operations and strategic plans.		Other Boards • Opendoor Technologies Inc. • previously, Five Point Holdings, LLC

4 | LENNAR CORPORATION 2022 PROXY STATEMENT

Proposal 1: Election of Directors Nominees for Election



	Sidney Lapidus Age: 84 Director Since: 1997 Lead Director Since: 2005 Independent	Committees • Independent Directors Transactions (chair) • Executive

Professional Experience Mr. Lapidus is a retired partner of Warburg Pincus LLC, a private equity investment firm, where he was employed from 1967 until his retirement in 2007. Qualifications The Board nominated Mr. Lapidus to serve as a director because of the extensive knowledge of business enterprises (including homebuilding companies) and corporate governance he gained as a partner in a private equity investment firm and as a director of a number of publicly- and privately-owned companies.		Other Boards • Mr. Lapidus serves on the boards of a number of non-profit organizations • previously, Knoll, Inc.



	Teri P. McClure Age: 58 Director Since: 2013 Independent	Committees • Compensation • Nominating and Corporate Governance

Professional Experience From 1995 until her retirement in 2019, Ms. McClure worked at United Parcel Service (“UPS”), serving most recently as Chief Human Resources Officer and Senior Vice President, Labor. Ms. McClure has served in various positions at UPS, including Chief Legal, Communications and Compliance Officer, and, prior to that, Senior Vice President of Legal, Compliance and Public Affairs, General Counsel and Corporate Secretary. Before joining UPS, Ms. McClure practiced with the Troutman Sanders law firm in Atlanta. Qualifications The Board nominated Ms. McClure to serve as a director because of her long tenure as a senior executive of a Fortune 100 company, strong operational capabilities and broad business experience.		Other Boards • Fluor Corporation • GMS Inc. • JetBlue Airways Corporation

LENNAR CORPORATION 2022 PROXY STATEMENT | 5

Proposal 1: Election of Directors Nominees for Election



	Stuart Miller Age: 64 Director Since: 1990 Executive Chairman Since: 2018	Committees • Executive

Professional Experience Mr. Miller has served as our Executive Chairman since April 2018. Before that time, Mr. Miller served as our Chief Executive Officer from 1997 to April 2018 and our President from 1997 to April 2011. Before 1997, Mr. Miller held various executive positions with us. Qualifications The Board nominated Mr. Miller to serve as a director because he has extensive knowledge of the homebuilding industry, he has been in executive leadership positions at the Company for decades and he is able to define the Company’s strategy and future priorities.		Other Boards • Doma Holdings, Inc. • Five Point Holdings, LLC



	Armando Olivera Age: 72 Director Since: 2015 Independent	Committees • Audit (financial expert) • Nominating and Corporate Governance

Professional Experience Mr. Olivera was President of Florida Power & Light Company (“FPL”), a subsidiary of NextEra Energy, Inc. and one of the largest investor-owned electric utilities in the United States, from June 2003, and Chief Executive Officer from July 2008, until his retirement in May 2012. Mr. Olivera joined FPL in 1972. Prior to his 2003 appointment as President, Mr. Olivera served in a variety of management positions with FPL, including Vice President of Planning and Budgets, Vice President of Construction Services, System Operations and Distribution and Senior Vice President of System Operations. From 2012 to 2015, Mr. Olivera served as a Senior Advisor to Britton Hill Partners, a private equity firm. Mr. Olivera has been a Senior Advisor to Ridge-Lane Limited Partners, a strategic advisory firm, sin

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SEC Form DEF 14A filed by Lennar Corporation