Form type: DEF 14A
Period end: 2025-10-31
Complete the following from company records. The platform does not store an annual meeting date.
For each proposal, include a heading, the board's recommendation, and the vote required for approval.
Describe who can vote, how to vote, the quorum requirement, and how to revoke a proxy.
The Board of Directors of Toll Brothers, Inc. currently consists of seven directors: Seth J. Ring, Douglas C. Yearley Jr., Stephen F. East, Karl K. Mistry, John A. McLean, Scott D. Stowell and Paul E. Shapiro. Mr. Yearley serves as Executive Chairman of the Board and Mr. Mistry serves as Chief Executive Officer, and each of them, together with Mr. Ring, serves as both a director and an officer of the Company. Messrs. East, McLean, Stowell and Shapiro serve as directors and do not hold officer positions with the Company. The Board has determined that [COMPLETE: names of independent directors] are independent under the applicable listing standards, and [COMPLETE: basis for independence determinations, including any relationships considered by the Board]. The Board has [COMPLETE: number and names of standing committees and committee membership].
Our executive officers, in addition to Mr. Yearley and Mr. Mistry, are Seth J. Ring (President, COO), Robert Parahus (President & COO), Erica J. Mainardi (SVP & Chief Accounting Officer) and Gregg L. Ziegler (Chief Financial Officer). [COUNSEL REVIEW: the insider roster identifies both Mr. Ring and Mr. Parahus with the title of President and Chief Operating Officer; confirm current titles and effective dates before filing.] Mr. Ziegler serves as the Company's Principal Financial Officer. Biographical information for each director and executive officer, including age, tenure and principal occupations during the past five years, is set forth under [COMPLETE: cross-reference to director and executive officer biographies]. Executive officers are appointed by the Board and serve at the discretion of the Board.
Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and beneficial owners of more than ten percent of our common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Based on a review of the reports filed for fiscal year 2025, no late or unfiled Section 16(a) reports were identified. [COUNSEL REVIEW: 10 insider record(s) lack a became-insider date and were excluded from Form 3 testing; confirm Form 3 timeliness for those individuals against questionnaire responses before finalizing.]
The platform does not store compensation amounts. Enter the summary compensation table and director compensation from company records. Do not estimate figures.
| Name | Shares beneficially owned | Percent of class |
|---|---|---|
| Ring Seth J. | 4,796 | Less than 1% |
| Parahus Robert | 23,457 | Less than 1% |
| Yearley Douglas C. Jr. | 321,256 | Less than 1% |
| East Stephen F. | 13,442 | Less than 1% |
| Mistry Karl K. | 162 | Less than 1% |
| Mclean John A | 17,369 | Less than 1% |
| Mainardi Erica J. | 1,351 | Less than 1% |
| Ziegler Gregg L. | 20,088 | Less than 1% |
| Stowell Scott D | 6,613 | Less than 1% |
| Shapiro Paul E | 120,335 | Less than 1% |
| All directors and executive officers as a group (10 persons) | 528,869 | Less than 1% |
Toll Brothers, Inc. reviews transactions with related persons in accordance with [COMPLETE: description of the Company's written related person transaction policy, including the committee responsible for review and approval and the standards applied]. As part of that process, the Company circulates annual questionnaires to its directors and executive officers, including Ring Seth J. (President, COO), Parahus Robert (President & COO), Yearley Douglas C. Jr. (Executive Chairman), East Stephen F., Mistry Karl K. (Chief Executive Officer), Mclean John A and Mainardi Erica J. (SVP & Chief Accounting Officer), Ziegler Gregg L. (Chief Financial Officer), Stowell Scott D and Shapiro Paul E. The questionnaires request information regarding any transaction, arrangement or relationship in which the Company was or is to be a participant and in which any director, executive officer, nominee, holder of more than five percent of our common stock or any immediate family member of such persons had or will have a direct or indirect material interest.
No reportable related party transactions were identified in the annual questionnaires for the period ended 2025-10-31. Accordingly, there are no transactions since the beginning of the last fiscal year, or currently proposed transactions, requiring disclosure under Item 404(a) of Regulation S-K. [COMPLETE: confirmation from the responsible committee that any transactions subsequently identified will be reviewed under the policy described above.]
The following table sets forth information concerning the compensation of the principal executive officer (PEO) and the average compensation of the other named executive officers (non-PEO NEOs) of Toll Brothers, Inc., together with total shareholder return and net income for each covered fiscal year.
| Year | Summary compensation table total for PEO | Compensation actually paid to PEO | Average summary compensation table total for non-PEO NEOs | Average compensation actually paid to non-PEO NEOs | Value of initial fixed $100 investment based on total shareholder return | Net income |
|---|---|---|---|---|---|---|
| 2025 | ||||||
| 2024 | ||||||
| 2023 |
Compensation actually paid moved in the same direction as total shareholder return over the covered fiscal years, reflecting the equity-linked portion of executive compensation.
Compensation actually paid did not track net income on a one-to-one basis over the covered fiscal years because equity award fair value changes are driven by share price rather than reported earnings.
Equity awards are granted on schedules approved by the compensation committee; the company does not time awards around the release of material nonpublic information.
Equity awards are granted on schedules approved by the compensation committee; the company does not time awards around the release of material nonpublic information.
Equity award grant timing is predetermined: Yes.
Material nonpublic information is considered when determining award timing: No.
MNPI disclosures were timed for the purpose of affecting compensation value: No.
The company has adopted insider trading policies and procedures: Yes.
Disclose other matters that may properly come before the meeting, if any.
Outline the form of proxy card: