KB Home - DEF 14A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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Filed by the Registrant

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Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

KB Home

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Dear fellow stockholder,

Together with the Board of Directors and the management team of KB Home, I am pleased to invite you to attend our 2025 Annual Meeting of Stockholders. The meeting will be conducted online through an audio-only webcast at 9:00 a.m. Pacific Time on Thursday, April 17, 2025.

2024 in Review

The KB Home team delivered solid financial results in 2024 – a year in which volatility from shifting mortgage rates shaped the housing market. During the year, we maintained our focus on the long term while successfully navigating short-term market conditions, guided by our commitment to serving our homebuyers, positioning the Company for future growth and enhancing long-term stockholder value.

We delivered nearly 14,200 homes in 2024, generating total revenues of roughly $7.0 billion, an 8% increase from the previous year. Our diluted earnings per share rose by 20%, to $8.45, relative to the prior year. With our healthy cash flow, we reinvested over $2.8 billion into land acquisition and development, representing a year-over-year increase of almost 60% and our highest level in nearly two decades. These investments helped increase our lot position to approximately 77,000 lots owned and controlled, supporting our plans to open a substantial number of new communities in 2025 and beyond. While we allocated a significant portion of our capital to future growth, we also returned over $420 million to our stockholders, through the repurchase of 6% of our shares that were outstanding at the start of the year, and our quarterly cash dividend, which our Board raised by 25% in April 2024. We increased our book value per share by 12%, as compared to the prior year, and expanded our return on equity by 90 basis points to 16.6%, reflecting our focus on achieving higher returns as we grow our business. Operationally, our execution was strong, as we opened 106 new communities and reduced our average build times by 28% year over year. At the same time, we achieved the highest customer satisfaction level in our Company’s history, based on buyer surveys, and maintained our position as a leader in customer satisfaction among national homebuilders based on third-party surveys.

Looking Ahead

Our Company culture is oriented around consistently striving for improvement, with a focus on doing the right things for our buyers. Through this lens, sustainability remains a priority for us, as it affects the long-term affordability of owning a home. In 2024, we reached two important milestones in energy efficiency: building our 200,000th ENERGY STAR^® certified home — more than any other national homebuilder — and achieving an average national Home Energy Rating System (HERS^®) Index score of 45, a goal we established in 2020 and realized one year earlier than projected. To provide context on our HERS score, the average KB home is now 55% more energy efficient than a typical resale home, helping to lower the long-term cost of homeownership for our buyers. Our Company has also taken a leadership position in water conservation and building homes that are water efficient, preparing for a future that may experience both a diminished supply of water and higher costs. Our 18th Annual Sustainability Report, the longest-running publication of its kind for a national homebuilder, is slated for publication in April, and I encourage you to read it to learn more about what we are doing to drive a more sustainable future.

Another way we are laying the groundwork for the future is by continually building our brand, ensuring it effectively communicates who we are and what we stand for in a way that is relevant to homebuyers. Our vision is to be the most customer-obsessed homebuilder in the world. It guides our decisions and shapes how we operate. It extends far beyond customer service to define an organization that places the customer at the center of everything we do. To bring this vision to life, we maintain a daily focus on our relationships — with our employees, in how they work together as a team; with our customers and how we support them through every step in the homebuying process; and with our industry and trade partners — to operate our business in a manner that will deliver long-term value to our stockholders. Every relationship matters to us, and it is truly what our Company is built on.

Well Positioned

We believe the long-term outlook for the housing market remains favorable, driven by demographics, solid employment and wage growth. Millennial and Gen Z buyers, the largest generational cohorts, continue to demonstrate a strong desire for homeownership and are contributing to an increase in household formations. Our Company is well positioned to participate in the future growth of the housing market. We intend to continue meaningfully investing in land acquisition and development, which will fuel new community openings, and executing on our Built to Order approach, which offers a differentiated product, based on choice and personalization to meet demand. We have an experienced and long-tenured management team and seasoned operators in our divisions who are highly skilled in executing our business model and navigating fluctuating market conditions. Our Company has grown into a larger and more profitable business, with strong liquidity and a healthy balance sheet that provides financial flexibility. We remain focused on expanding both our scale and returns, while we continue to return capital to stockholders, through share repurchases and our quarterly cash dividend.

Looking ahead, I am excited about the Company’s future, and the KB Home team remains committed to driving long-term stockholder value. Together with our Board of Directors, we sincerely thank you for your investment and continued support.

Sincerely,

Jeffrey T. Mezger

Chairman and Chief Executive Officer
March 7, 2025


KB Home 2025 Annual Meeting of Stockholders and Proxy Statement	1

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NOTICE OF 2025 Annual Meeting of Stockholders		3

n	2025 Annual Meeting Summary	4
	Annual Meeting Information	4
	Meeting Agenda	4
	Participating in the Virtual Annual Meeting	4

n	Corporate Governance and Board Matters	6
	Board and Committee Governance Structure	7
	Our Board’s Risk Oversight Role	8
	Board Experience and Skills	11

n	Director Compensation	12
	Non-Employee Director Compensation	12
	Director Compensation During Fiscal Year 2024	13

n	Election of Directors	14
	Voting Standard	14

n	Ownership of KB Home Securities	21

n	Compensation Discussion and Analysis	23
	Financial Performance and Compensation Highlights	23
	Pay For Performance — 2024 Fiscal Year CEO Compensation	25
	Engaging With Our Stockholders	26
	Pay Program Overview	28
	NEO Compensation Components	29
	Executive Compensation Decision-Making Process and Policies	37
	Management Development and Compensation Committee Report	40

n	Executive Compensation	41
	Summary Compensation Table	41
	Grants of Plan-Based Awards During Fiscal Year 2024	42
	Outstanding Equity Awards at Fiscal Year-End 2024	43
	Option Exercises and Stock Vested During Fiscal Year 2024	44
	Pension Benefits During Fiscal Year 2024	44

	Non-Qualified Deferred Compensation During Fiscal Year 2024	45
	Pay Versus Performance	45
	CEO Pay Ratio	48
	Potential Payments Upon Termination of Employment or Change in Control	48

n	Advisory Vote to Approve Named Executive Officer Compensation	53
	Responsiveness to Stockholders	53
	Pay for Performance and 2024 Fiscal Year CEO Compensation	54

n	Ratify Ernst & Young LLP’s Appointment as Independent Auditor	56
	Independent Auditor Services and Fees	56
	Audit Committee Report	57

n	Annual Meeting Voting Matters and Other Information	58
	Voting Your Shares	58
	Voting Standards	58
	Voting Procedures	58
	Proxy Solicitation Costs	59
	Internet Availability of Proxy Materials	59
	Stockholder Proposals for Our 2026 Annual Meeting of Stockholders	59

n	Commitment to Sustainability	60

n	Annex 1 Corporate Governance Processes and Procedures	62
	Director Independence Determinations	62
	Related Party Transactions	62
	Director Qualifications and Nominations	63
	Board Evaluation Process	63
	Audit Fee Pre-Approval Policy; Audit Committee Designation	63

n	Annex 2 Reconciliation of Non-GAAP Financial Measures	64


2	KB Home 2025 Annual Meeting of Stockholders and Proxy Statement

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NOTICE OF

2025 Annual Meeting of Stockholders

Date and Time

Thursday, April 17, 2025 9:00 a.m., Pacific Time

Webcast Meeting Location

meetnow.global/MRP2C6W

Record Date

You are entitled to vote at the meeting and any adjournment or postponement of the meeting if you were a stockholder as of the close of business on February 24, 2025.

Items of Business

Proposals		Board vote recommendation	Further details
1	Elect ten directors, each for a one-year term.	FOR each director nominee	Page 14
2	Advisory vote to approve named executive officer compensation.	FOR	Page 53
3	Ratify Ernst & Young LLP’s appointment as KB Home’s independent registered public accounting firm for the fiscal year ending November 30, 2025.	FOR	Page 56

HOW TO VOTE

	By web www.investorvote.com/KBH

	By phone 1-800-652-VOTE (8683)

	By mail Mark, sign, date and mail your proxy card or voting instruction form in the postage-paid envelope.

The accompanying Proxy Statement describes these items in more detail. We have not received notice of any other matters that may be properly presented at the meeting.

Voting

Please vote as soon as possible to ensure your shares will be represented. Holders of record may vote via the Internet, telephone or mail. Stockholders whose shares are held by an intermediate broker or financial institution, also called beneficial holders, must vote in the way their intermediary provides. Holders with a control number from our transfer agent can vote at the meeting.

Virtual Meeting Format

The meeting will be conducted online through an audio-only webcast. The accompanying Proxy Statement contains information about participating in the meeting. The meeting will have no physical location.

Annual Report

Our Annual Report on Form 10-K for the fiscal year ended November 30, 2024 (“Annual Report”), including audited financial statements, is being made available to stockholders concurrently with the accompanying Proxy Statement on or about March 7, 2025.

William A. (Tony) Richelieu
Vice President, Corporate Secretary and
Associate General Counsel
Los Angeles, California
March 7, 2025

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on April 17, 2025: Our Proxy Statement and Annual Report are available at www.kbhome.com/investor/proxy.


KB Home 2025 Annual Meeting of Stockholders and Proxy Statement	3

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2025 Annual Meeting Summary

Your Board is furnishing this Proxy Statement and a proxy/voting instruction form or Notice of Internet Availability to solicit your proxy for KB Home’s 2025 Annual Meeting of Stockholders (“Annual Meeting”). We anticipate these proxy materials will be available to stockholders, and filed with the Securities and Exchange Commission (“SEC”), on or about March 7, 2025. Below is summary information about the Annual Meeting. Please review all the information in this Proxy Statement before voting.

Annual Meeting Information




Date & Time	Location:

Thursday, April 17, 2025 9:00 a.m., Pacific Time	Audio-only Virtual Meeting at meetnow.global/MRP2C6W

Meeting Agenda

Items of Business	Board Recommendation		Voting Standard
Election of Directors		FOR each of the ten 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/Represented by Proxy and Entitled to Vote
Ratify Ernst & Young LLP’s appointment as KB Home’s independent registered public accounting firm (“Independent Auditor”) for the fiscal year ending November 30, 2025		FOR	Majority of Shares Present/Represented by Proxy and Entitled to Vote

Participating in the Virtual Annual Meeting

The Annual Meeting will be webcast at meetnow.global/MRP2C6W, opening at approximately 8:45 a.m., Pacific Time, on April 17, 2025. To access the audio-only meeting, vote and ask questions, you will need a valid control number from our transfer agent, Computershare. If you are a stockholder of record, you will receive your control number on the notice or proxy card Computershare distributes to you.

Questions may be submitted before or during the Annual Meeting. To submit a question in advance, visit meetnow.global/MRP2C6W before 8:59 p.m., Pacific Time, on April 16, 2025, and enter a valid control number. We will address as many stockholder questions pertinent to Annual Meeting matters or our business as time permits. We may provide a single response to a set of substantially similar questions to avoid repetition. Attendees are asked to help us keep the proceedings orderly by following the meeting rules of conduct posted on the meeting page.

If you are a beneficial holder, meaning an intermediate broker or financial institution holds your shares, you must register with Computershare no later than 5:00 p.m., Eastern Time, on April 14, 2025, to be able to vote and ask questions at the Annual Meeting. To register, please provide Computershare with your name, email address and proof of your KB Home stockholdings, known as a legal proxy, obtained from your broker or financial institution. Email the items to legalproxy@computershare.com (use KB Home Legal Proxy in the subject line); or by mail to: Computershare, KB Home Legal Proxy, P.O. Box 43001; Providence, RI 02940-3001. Computershare will email you a registration confirmation.

Beneficial holders who cannot obtain a legal proxy can still attend the Annual Meeting as a guest at the above-noted Internet address. However, guests cannot vote or ask questions.


4	KB Home 2025 Annual Meeting of Stockholders and Proxy Statement

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2025 Annual Meeting Summary

A clear vision for the future and the values to reach it

Our vision, mission and values are key guideposts we use in operating our business every day. They give purpose to our efforts to deliver an exceptional, personalized experience to our buyers who are making one of their most meaningful purchases — their own home, an important landmark in their life’s journey.

	Our Vision		To be the most customer-obsessed homebuilder in the world.
	Our Mission		Give our customers the ability to purchase a new home that reflects what they value and how they want to live, at a price they can afford.
	Our Values

		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, trades, and municipal 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 well-being 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.


KB Home 2025 Annual Meeting of Stockholders and Proxy Statement	5

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Corporate Governance and Board Matters



Independence n All directors, except for our Chief Executive Officer (“CEO”), are independent. n The Lead Independent Director position has significant responsibilities and authority, as described below. n Only independent directors serve on Board committees. n During 2024, there were no related party transactions involving outside directors.	2024 Meetings and Attendance n The Board held four meetings and also acted by unanimous written consent. n The Audit and Compliance Committee held six meetings; the Management Development and Compensation Committee held five meetings; and the Nominating and Corporate Governance Committee held four meetings. n Each incumbent director standing for election attended at least 75% of his or her total Board and committee meetings. n We expect directors to attend our annual stockholder meetings. All directors elected to the Board at our 2024 annual meeting attended the meeting.
Accountability n All directors are elected on an annual basis under a majority voting standard. n We have one class of voting securities allowing each holder one vote for each share held, and no supermajority voting requirements (except per Delaware law, our state of incorporation). n We proactively engage with our stockholders year-round on our business strategy, performance and outlook. n Directors and senior executives are subject to significant stock ownership requirements, and they and all employees may not pledge or hedge holdings of our securities. n Executive officers are subject to an incentive-based compensation recovery policy, and all unvested employee equity awards require double-trigger vesting in a change in control.
	Effectiveness Standards n Directors must retire as of the first Annual Meeting following their 75^th birthday. Our directors’ average age is currently 62. n Non-employee directors hold an executive session without management at each regularly scheduled Board meeting. n Directors may not serve on more than four other public company boards or, if they are a public company chief executive officer, on more than two other public company boards. No directors are over-boarded. n The Board and each of its standing committees conduct an annual self-evaluation of their performance.

Additional information about our corporate governance policies, processes and procedures, and regarding related party transactions, is provided in Annex 1.


6	KB Home 2025 Annual Meeting of Stockholders and Proxy Statement

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Corporate Governance and Board Matters

Board and Committee Governance Structure

Board Leadership

		Jeffrey T. Mezger Chairman of the Board and CEO

	Jeffrey T. Mezger, our CEO, has served as Chairman of the Board since 2016. The non-employee directors have elected Mr. Mezger as Chairman based on their ongoing belief that with his fundamental understanding of our business model and effective operational leadership, combining the Chairman and CEO roles enhances our ability to achieve our long-term strategic and operational objectives more so than separating the roles.

		Jodeen A. Kozlak Lead Independent Director

	Board governance is balanced with a strong Lead Independent Director position, which is designed to maintain the Board’s independent oversight. Ms. Kozlak has served as Lead Independent Director since 2024 and will continue to do so through her current term.

	Key Duties: ■ Presides at all Board meetings where the Chairman is not present and at all executive sessions and meetings of the non-employee directors, which may be called at any time and for any purpose. ■ Consults with the Chairman and the non-employee directors regarding meeting agendas and schedules, as well as the content and flow of information to the Board. ■ Provides Board leadership if there is (or there is perceived to be) a conflict of interest with respect to the role of the Chairman who is also the CEO. ■ If requested by major stockholders, being available to them for consultation and communication as appropriate. ■ Any additional duties set forth in our Corporate Governance Principles or By-Laws, or as the Board may determine from time to time.


KB Home 2025 Annual Meeting of Stockholders and Proxy Statement	7

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Corporate Governance and Board Matters

Our Board’s Risk Oversight Role

Our Board’s Risk Oversight Role
Our Board’s Risk Oversight Role		Our Board is elected by our stockholders to oversee the management of our business and affairs and assure stockholders’ long-term interests are being served.

Board Oversight Activities		Among other specified activities, the Board as a whole, or through its standing committees, reviews assessments of and senior management’s plans with respect to significant risks we face. As described under “Commitment to Sustainability,” the Board oversees our sustainability program as part of our overall business strategy. ■ The Board has delegated oversight of certain risks to its standing committees, as described below. The committee chairs report to the Board about such delegated risks and other matters at each Board meeting. ■ The Board itself monitors significant enterprise-wide operational and financial risks to our business, and management’s strategies to address or mitigate them, through briefings our CEO, Chief Financial Officer (“CFO”) and President and Chief Operating Officer (“COO”) provide at each Board meeting and between meetings, as appropriate. The Board also receives regulatory and legal briefings from our general counsel. ■ The Board also approves land acquisitions if the purchase price or the purchase price plus expected land development exceed certain thresholds. In such cases, the proposed project, as with all our communities, will have previously been assessed through our standard local, regional and corporate review processes. There were two such land acquisition approvals in our 2024 fiscal year.


Cybersecurity and Insider Trading Risk Management		■ As discussed in the Annual Report and below, the Board through its Audit and Compliance Committee monitors cybersecurity risks and our evolving physical, electronic and other protection strategies and initiatives. ■ Our chief information officer periodically conducts a review of cybersecurity risks, including those associated with our cloud computing resources, with the Audit and Compliance Committee. ■ Our chief information officer is supported by a chief information security officer and other employees and dedicated contract personnel experienced with information technology and cybersecurity matters who are responsible for evaluating and deploying the cybersecurity measures we employ, as described in the Annual Report. ■ We have adopted an insider trading policy and procedures applicable to our and our directors’, officers’ and employees’ purchase, sale or other disposition of our securities that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and New York Stock Exchange listing standards. This policy and procedures are set forth in our Policy on Transactions in Company Securities (“Trading Policy”), which is included as Exhibit 19.1 to the Annual Report.


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Corporate Governance and Board Matters

Our Board’s Risk Oversight Role

Standing Board Committee Profiles

Audit and Compliance
Committee

(“Audit Committee”)

Members:

■

Dr. Thomas W. Gilligan (Chair)

■

Jose M. Barra

■

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 may approve our incurring, guaranteeing or redeeming debt. Four Audit Committee members, including the chair, are “audit committee financial experts” under SEC rules.

Delegated Risk Oversight:

■	Oversees management’s performance of an annual enterprise risk management assessment, which our internal audit department coordinates. This assessment identifies significant short-term (such as orders and cancellation rates), and long-term (such as land and community count growth and management, and land development activities) risks based on probability, impact and mitigating factors, which the Audit Committee reports on to the Board.
	–	The assessment follows the COSO Enterprise Risk Management Integrated Framework and is a component of how our executive team sets business strategies and objectives and manages operations. This assessment’s outcome drives our internal audit department’s activities for the subsequent 12 months, which are based on an Audit Committee-approved annual audit plan.

■	Reviews and discusses the internal audit department’s performance against the approved audit plan, along with the department’s audit findings, at quarterly meetings and on request.
■	Monitors cybersecurity risks and our evolving physical, electronic and other protection strategies and initiatives. This includes engaging in periodic reviews with management covering our cybersecurity practices and risks, with the most recent review conducted in January 2025.
■	Discusses with management our policies and processes with respect to risk assessment and risk management, and the steps management has taken to monitor, identify and address significant financial risk exposures, including, among others, any related to information technology and cybersecurity.
■	Evaluates our management of matters in which we have or may have material liability exposure, including those pertaining to environmental sustainability.
■	Receives and discusses reports from our senior finance, accounting, legal and compliance, and internal audit executives at each regular meeting on risks within their respective area of responsibility. It also conducts separate executive sessions at those meetings with each such executive and with our Independent Auditor to discuss such risks.


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Corporate Governance and Board Matters

Our Board’s Risk Oversight Role

Management Development
and Compensation Committee

(“Compensation Committee”)

Members:

■

Jodeen A. Kozlak (Chair)

■

Jose M. Barra

■

Arthur R. Collins

■

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 matters, including leadership succession and continuity, non-discrimination and equal employment opportunity policies, and initiatives designed to foster the engagement and development, and to support the health and safety, of our workforce. Frederic W. Cook & Co., Inc. (“FWC”) assists the committee with executive and non-employee director compensation 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 management and leadership succession planning (both short- and long-term) for all levels of our organization, which, among other things, assesses executive bench readiness and talent development within our workforce.
■	Reviews and, as appropriate, approves the compensation arrangements our senior human resources personnel develop.
■	Reviews and approves, and monitors compliance with, our employee compensation recovery policy.
■	Based on this oversight approach, including the results of our most recent annual employee compensation risk assessment, we do not believe that risks arising from our present employee compensation policies and programs, including those applicable to senior executives, are reasonably likely to have a material adverse effect on us.

Nominating and Corporate
Governance Committee

(“Nominating Committee”)

Members:

■

James C. Weaver (Chair)

■

Arthur R. Collins

■

Kevin P. Eltife

■

Dr. Thomas W. Gilligan

■

Cheryl J. Henry

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-related policies and documents based on input from management and recommends changes to the Board.
■	Monitors on an annual basis our political contributions and participation in industry trade associations.
■	Reviews and makes recommendations to the Board on the independence and the financial literacy and expertise of each director and director candidate relative to our Corporate Governance Principles and applicable laws/regulations/listing standards.

Board Committee Membership Changes

Board Committee memberships changed on April 18, 2024, as follows:

■	Melissa Lora, who served as the Compensation Committee Chair and Lead Independent Director, stepped down from the Board.
■	Brian M. Niccol, who served on the Compensation Committee, stepped down from the Board.
■	Mr. Barra joined the Compensation Committee.
■	Ms. Dominguez rotated off the Nominating Committee.

On October 10, 2024, in conjunction with her election to the Board, Ms. Henry joined the Nominating Committee.

There were no other changes to the Board Committees’ composition in 2024.


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Corporate Governance and Board Matters

Board Experience and Skills

Board Experience and Skills We have a balanced and diverse Board whose members bring key skills and expertise, including those identified nearby, that enable them to oversee management’s development and execution of our strategic and operational objectives. Our financially literate and highly engaged directors have strong leadership and governance backgrounds that in combination with their academic, professional and personal experiences make them well qualified to serve.	100%	Corporate Governance

		Experience with public or large private company governance.

	100%	Strategic Risk Management

		Experience identifying, assessing and managing critical risks to enterprise-wide or business unit strategic plans and achieving strategic objectives.

	90%	Enterprise Leadership

		Experience as a chief executive or top manager for a commercial or academic organization, including responsibility for implementing business plans and managing results.

	90%	Real Estate

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

	80%	Finance/Investing

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

	70%	Government

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

	60%	Human Capital Management

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

	50%	Homebuilding

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

	40%	Retailing

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

	40%	Technological Innovation

		Experience with or management of technology applications, advanced products or organizations that develop them. Several directors have experience with overseeing cybersecurity practices and incident management.

	30%	Environmental

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


		Board Diversity Considerations
		The Board considers diversity for directors and director candidates as encompassing expertise or knowledge base, educational and career history, race, ethnicity, national origin, gender, geographic residency, community or public service and/or other tangible and intangible aspects of an individual. Beyond their distinct perspectives, skills and backgrounds, 50% of our directors are women or ethnic minorities. Our Board members are situated in regional locations generally in proportion to our business.


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Director Compensation

The Compensation Committee periodically evaluates, with FWC’s assistance, and makes recommendations to the Board regarding compensation and benefits for non-employee directors, with attention to maintaining competitive positioning relative to peer public homebuilders and similarly situated companies. Non-employee director compensation was last adjusted in July 2019. Directors, other than Mr. Mezger, who is not paid for his Board service, are compensated as described below. We also pay directors’ travel-related expenses for Board meetings and Board activities. Our director compensation program is shown in the table below. Directors elected to the Board other than at an annual meeting receive prorated compensation.

Non-Employee Director Compensation

■	Lead Independent Director Retainer - $40,000
■	Committee Retainers:

	Chair		Member
Audit	$	27,500	$	12,500
Compensation	$	21,000	$	10,000
Nominating	$	20,000	$	10,000

■	Meeting Fees – $1,500 per applicable meeting

Retainers

Each director may elect to receive retainers in equal quarterly cash installments, in unrestricted shares of our common stock or in deferred common stock awards (“stock units”). Equity-based grants are made as described below.

Equity Grants

Except as noted below, each director may elect to receive their equity grant in common stock or stock units. Grants are made on election to the Board, with the rounded number of shares/units based on our common stock’s grant date closing price. Directors receive a share of our common stock for each stock unit they hold on the earlier of a change in control or leaving the Board. Directors receive cash dividends on their common stock holdings and cash dividend equivalent payments on their stock units. Stock units have no voting rights. If a director has not satisfied their stock ownership requirement (see under “Stock Ownership Requirements”), they can receive only stock units for their equity grant and must hold all shares of common stock until they satisfy the requirement or leave the Board.

Meeting Fees

Directors receive fees for each non-regularly scheduled Board or committee meeting they attend if they have also attended all the same body’s prior meetings during the applicable Director Year, which is the period between our annual meetings.

Indemnification Agreements

We have agreements with our directors, which were updated in January 2024, that provide them with indemnification and advancement of expenses to supplement what our Certificate of Incorporation and insurance policies provide, subject to certain limitations.


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Director Compensation

Director Compensation During Fiscal Year 2024

Name	Fees Earned or Paid in Cash ($)^(a)		Stock Awards ($)^(b)		All Other Compensation ($)^(c)		Total ($)
Mr. Barra	$	100,000	$	185,000	$	1,500	$	286,500
Mr. Collins		100,000		182,500		—		282,500
Ms. Dominguez		100,000		175,000		3,000		278,000
Mr. Eltife		122,500		162,500		3,000		288,000
Dr. Gabriel		112,500		162,500		1,500		276,500
Dr. Gilligan		137,500		162,500		3,000		303,000
Ms. Henry		27,500		81,250		—		108,750
Ms. Kozlak		121,000		202,500		1,500		325,000
Ms. Lora		—		—		3,000		3,000
Mr. Niccol		—		—		3,000		3,000
Mr. Weaver		130,000		162,500		—		292,500

^(a)

Fees Earned or Paid in Cash. These amounts generally represent cash retainers paid to directors per their individual elections. The amount for Ms. Kozlak includes her Lead Independent Director retainer. Ms. Lora and Mr. Niccol each served during our 2024 fiscal year until they stepped down from the Board on April 18, 2024.

^(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 2024 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 18, 2024, except for Ms. Henry, who received her grant upon her being elected to the Board on October 10, 2024. The table below shows the respective grants to our directors in 2024.

Name	2024 Common Stock Grants (#)	2024 Stock Unit Grants (#)
Mr. Barra	3,061	—
Mr. Collins	3,020	—
Ms. Dominguez	2,895	—
Mr. Eltife	2,689	—
Dr. Gabriel	2,689	—
Dr. Gilligan	—	2,689
Ms. Henry	1,018	—
Ms. Kozlak	—	3,351
Mr. Weaver	—	2,689

	The aggregate number of outstanding equity awards held by our non-employee directors at the end of our 2024 fiscal year are shown under “Ownership of KB Home Securities.”

^(c)	All Other Compensation. These amounts are additional meetings fees paid in 2024 for Board, Compensation Committee and Nominating Committee meetings during the 2023-2024 Director Year.


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Election of Directors

The Board will present as nominees at the Annual Meeting, and recommends our stockholders elect to the Board, each of the individuals named below for a one-year term ending at the election of directors at our 2026 annual meeting. Other than Ms. Henry, who was elected to the Board in October 2024, each nominee is standing for re-election. Each nominee has consented to being nominated and agreed to serve as a director if elected.

Should any of the nominees become unable to serve as a director prior to the Annual Meeting, the named proxies, unless otherwise directed, may vote for the election of another person as the Board may recommend. If the Board’s nominees below are elected at the Annual Meeting, the Board will have ten directors.

Voting Standard

To be elected, each nominee must receive a majority of votes cast (i.e., the votes cast for a nominee’s election must exceed the votes cast against their election).

FOR

Board recommendation: FOR approval of each director nominee

Majority Voting Standard

Our Corporate Governance Principles provide that a director nominee who fails to win election to the Board in an uncontested election is expected to tender his or her resignation from the Board (or to have previously submitted a conditional tender). An “uncontested election” is one in which there is no director nominee that has been nominated by a stockholder in accordance with our By-Laws. This election is an uncontested election. If an incumbent director fails to receive the required vote for election in an uncontested election, the Nominating Committee will act promptly to determine whether to accept the director’s resignation and will submit its recommendation for the Board’s consideration. The Board expects the director whose resignation is under consideration to abstain from participating in any decision on that resignation. The Nominating Committee and the Board may consider any relevant factors in deciding whether to accept a director’s resignation.


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Election of Directors

Voting Standard

Jose M. Barra

Age: 55

Director Service Since:
2023

Jose M. Barra is a business leader with 30+ years of diverse experience in retail, healthcare, and management consulting, as well as a skilled strategist with significant P&L experience who has successfully guided enterprises ranging from entrepreneurial startups to multi-billion business portfolios in Fortune 20 companies in generating profitable growth.

Mr. Barra joined The Home Depot, Inc., the world’s largest home improvement retailer, in 2017 as Senior Vice President of Merchandising Services. In this capacity, he led a team of over 26,000 associates responsible for enhancing in-store environments and executing merchandising strategies. In 2018, he was promoted to Senior Vice President of Merchandising Décor, where he oversaw the strategic direction and financial performance of key product categories, including flooring, paint, kitchen, bath, appliances, lighting, and window coverings, through October 2024.

Before joining Home Depot, Mr. Barra served as an Executive Vice President of Optum Inc., a diversified health and well-being company and subsidiary of UnitedHealth Group Incorporated, a managed healthcare and insurance company. Prior to that, he served as Executive Vice President of merchandising, essentials and hardlines at Target Corporation, one of the largest retailers in the U.S., where he was responsible for the strategic direction and financial performance of 10 divisions that generated more than 60% of total company revenues. Earlier in his career, Mr. Barra also held positions with McKinsey & Company and served as managing director of the real estate and new business development arm of the largest retail conglomerate in Ecuador.

In addition to his proven leadership skills, Mr. Barra is a highly respected retail executive who brings significant experience, expertise and insight into home design, the customer experience and consumer trends, and a presence in the Southeast United States, a significant region for KB Home.

Public Company Directorships:

KB Home

Other Professional Experience:

Board Member, The Home Depot Foundation (2022 – 2024)

Senior Vice President, Merchandising Décor, The Home Depot, Inc. (2018-2024)

Senior Vice President, Merchandising Services, The Home Depot, Inc. (2017 – 2018)

Executive Vice President and Chief Executive Officer Consumer Solutions Group, Optum, UnitedHealth Group Incorporated (2016 – 2017; Executive Vice President, 2015 – 2016)

Executive Vice President, Merchandising, Target Corporation (2014 – 2015)


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Election of Directors

Voting Standard

Arthur R. Collins

Founder and Chairman, theGROUP

Age: 64

Director Service Since:
2020

Arthur R. Collins is the founder and Chairman 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:

Member, Ford’s Theatre Board of Trustees (2022 – Present)

Member, Smithsonian National Museum of Asian Art Board of Trustees (2022 – Present)

Chairman, Morehouse School of Medicine Board of Trustees (2008 – Present)

Vice Chair, Brookings Institution Board of Trustees (2014 – 2023)

Member, Meridian International Center Board of Trustees (2011 – 2017)

Chairman, Florida A&M University Board of Trustees (2001 – 2003)

Dorene C. Dominguez

Chairwoman and
Chief Executive Officer,
Vanir Group of
Companies, Inc

Age: 62

Director Service Since:
2017

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

Douglas Emmett, Inc.

CIT Group (2017 – 2022)

Other Professional Experience:

Advisory Board Member, Aspen Institute Latinos and Society (AILAS) Program (2020 – Present)

Hesburgh Trustee, University of Notre Dame (2024 – Present)

Board of Trustees Member, University of Notre Dame (2018 – 2024)

Board Member, Pride Industries, nonprofit employer of individuals with disabilities (2009 – 2023)

Board Member, CIT Bank, N.A. (2017 – 2022)

Member, The Coca-Cola Company Hispanic Advisory Council (2016 – 2022)


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Election of Directors

Voting Standard

Kevin P. Eltife

Founder and Owner,
Eltife Properties, Ltd.

Age: 65

Director Service Since:
2020

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 significant 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 a key 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)

Director, Citizens 1st Bank (2002 – Present)

Texas State Senator (2004-2016; President pro tempore, 2015 – 2016)

Mayor, Tyler, Texas (1996 – 2002)

Dr. Stuart A. Gabriel

Director, Richard S. Ziman Center for Real Estate
at UCLA

Distinguished Professor of Finance and Arden Realty Chair, UCLA Anderson
School of Management

Age: 71

Director Service Since:
2016

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.

Company Directorships:

KB Home

KBS Real Estate Investment Trust III, Inc.

KBS Real Estate Investment Trust II, Inc. (2007 – 2023)

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)


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Election of Directors

Voting Standard

Dr. Thomas W. Gilligan

Emeritus Director and
Senior Fellow at the Hoover
Institution on War,
Revolution, and Peace

Age: 70

Director Service Since:
2012

Dr. Gilligan is an Emeritus Director and Senior Fellow at the Hoover Institution on War, Revolution, and Peace at Stanford University. 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 broad 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 (2015 – 2024)

Other Professional Experience:

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)

Cheryl J. Henry

Former President,
Chief Executive Officer,
and Chairwoman,
Ruth’s Hospitality Group, Inc.

Age: 51

Director Service Since:
2024

Ms. Henry is the former President, Chief Executive Officer, and Chairwoman of Ruth’s Hospitality Group, Inc., a fine-dining restaurant company operating over 150 Ruth’s Chris Steak House restaurants worldwide. A seasoned restaurant and public company executive with extensive operational leadership experience, Ms. Henry served in numerous senior leadership roles at Ruth’s Chris, including Chief Operating Officer, Senior Vice President and Chief Branding Officer, and Chief Business Development Officer, before she assumed the role of CEO in 2018. Prior to joining Ruth’s Chris in June 2007, Ms. Henry served as Chief of Staff for the Mayor of Orlando. In addition to her extensive executive leadership skills, Ms. Henry has experience in strategic planning, operations, real estate development, marketing, and consumer branding and franchising. She is also well known in the Southeast United States, which is an important region for KB Home.

Public Company Directorships:

Cracker Barrel Old Country Store, Inc.

Other Professional Experience:

President, Chief Executive Officer, and Chairwoman, Ruth’s Hospitality Group, Inc. (2021 – 2023)

President, Chief Executive Officer, and Director, Ruth’s Hospitality Group, Inc. (2018 – 2021)


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Election of Directors

Voting Standard

Jodeen A. Kozlak

Founder and CEO, Kozlak Capital Partners, LLC

Age: 61

Director Service Since:
2021

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 key market for us.

Public Company Directorships:

KB Home

C.H. Robinson Worldwide, Inc.

MGIC investment Corporation

Leslie’s, Inc. (2020 – 2023)

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)

Jeffrey T. Mezger

Chairman and
Chief Executive Officer,
KB Home

Age: 69

Director Service Since:
2006

Jeffrey T. Mezger, our Chief Executive Officer, served as our President and Chief Executive Officer from November 2006 to February 2024, and was elected Chairman of the Board in 2016. Previously, 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)

Policy Advisory Board Member, Harvard Joint Center for Housing Studies (2004 – present; Board Chair 2015 – 2016)

Founding Chairman, Leading Builders of America (2009-2013; Executive Committee member until 2016)

Executive Board Member, USC Lusk Center for Real Estate (2000 – 2018)


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Election of Directors

Voting Standard

James C. Weaver

Chief Executive Officer
and Chairman,
CW Interests, LLC

Age: 49

Director Service Since:
2017

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., where he serves as chairman of the board’s investment committee; Circuit of the Americas; Jonah Energy, where he serves as board chairman; 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:

Board Member, The University of Texas/Texas A&M Investment Management Company (Chairman 2022 – Present; Vice Chair 2017 – 2022)

Vice Chairman, The University of Texas System Board of Regents (2023 – Present; Member 2017 – 2023)

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)


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Ownership of KB Home Securities

The table below shows the amount and nature of our non-employee directors’ and NEOs’ respective beneficial ownership of our common stock as of February 24, 2025. Except as otherwise indicated below, the beneficial ownership is direct and each owner has sole voting and investment power with respect to the reported securities holdings.

Non-Employee Directors	Total Ownership^(a)	Stock Options^(b)
Jose M. Barra	6,987	—
Arthur R. Collins	12,118	—
Dorene C. Dominguez	24,162	—
Kevin P. Eltife	17,287	—
Dr. Stuart A. Gabriel	37,981	—
Dr. Thomas W. Gilligan	48,217	—
Cheryl J. Henry	1,018	—
Jodeen A. Kozlak	23,004	—
James C. Weaver	41,974	—
Named Executive Officers
Jeffrey T. Mezger	2,042,726	274,952
Jeff J. Kaminski	93,511	27,486
Robert V. McGibney	112,966	34,621
Albert Z. Praw	124,346	—
Brian J. Woram	195,098	—
All Directors and Executive Officers as a Group (14 people)	2,781,395	337,059

^(a)

The total ownership amount includes the stock option holdings shown on the table. No non-employee director or NEO owns more than 1% of our outstanding common stock, except for Mr. Mezger, who owns 2.9%. 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 Messrs. Mezger’s and Woram’s reported total ownership are 60,631 and 3,245 time-vesting restricted shares of our common stock, respectively. Dr. Gabriel and Messrs. Kaminski and Praw 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 24, 2025. We have not granted stock options as an element of director and employee compensation since 2016.


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Ownership of KB Home Securities

The following table shows the ownership of each stockholder known to us to beneficially own more than five percent of our common stock. The below share ownership information (including footnotes) is based solely on the stockholders’ respective most recent filings with the SEC reporting such ownership, which were as of December 31, 2024 and January 31, 2025, as applicable. The percentage figures below are based on the number of shares of our outstanding common stock stated under “Annual Meeting Voting Matters and Other Information,” and have been rounded.

Stockholder^(a)	Total Ownership	Percent of Class
BlackRock, Inc. 50 Hudson Yards, New York, NY 10001	10,694,328	15.0%
The Vanguard Group, Inc. 100 Vanguard Blvd., Malvern, PA 19355	7,784,840	11.0%
FMR LLC 245 Summer Street, Boston, MA 02210	5,007,432	7.0%

^(a)	The stockholders’ respective voting and dispositive power with respect to their reported ownership is presented below.

	Blackrock, Inc.⁽¹⁾	The Vanguard Group, Inc.⁽²⁾	FMR LLC⁽³⁾
Sole voting power	10,459,742	—	5,001,948
Shared voting power	—	62,247	—
Sole dispositive power	10,694,328	7,638,638	5,007,432
Shared dispositive power	—	146,202	—

	⁽¹⁾	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.
	⁽²⁾	The Vanguard Group, Inc. is an investment adviser to various investment companies.
	⁽³⁾	FMR LLC is a parent holding company. A wholly-owned FMR LLC subsidiary, Fidelity Management & Research Company, an investment adviser to various investment companies (“Fidelity Funds”), beneficially owned five percent or more of FMR LLC’s reported total beneficial ownership and votes the shares of our common stock held by the Fidelity Funds.

Stock Ownership Requirements

Our non-employee directors and senior executives are subject to stock ownership requirements to better align their interests with those of our stockholders. Our Corporate Governance Principles require each of our non-employee directors to own at least five times the Board retainer (which currently equates to $500,000) in value of our common stock or common stock equivalents by the fifth anniversary of joining the Board. The executive stock ownership policy requires applicable senior executives, including our NEOs, to own a certain number of shares within a specified period. The policy is discussed under “Equity Stock Ownership Policy.” Each of our non-employee directors and NEOs is in compliance with their respective policy requirements.


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Compensation Discussion and Analysis

This compensation discussion and analysis describes our executive compensation programs and compensation decisions in 2024 for our NEOs, who are listed below. While Mr. Kaminski served in his position throughout our 2024 fiscal year, he retired as our Executive Vice President and Chief Financial Officer effective early 2025.


	Jeffrey T. Mezger Chief Executive Officer			Albert Z. Praw Executive Vice President, Real Estate and Business Development



	Jeff J. Kaminski Executive Vice President and Chief Financial Officer			Brian J. Woram Executive Vice President and General Counsel



	Robert V. McGibney President and Chief Operating Officer

Financial Performance and Compensation Highlights

In 2024, we generated healthy financial and operational results amid ongoing mortgage interest rate headwinds, as discussed in the Annual Report and summarized below, while also positioning our business for future growth. We expanded our scale, with our ending community count up 7% year over year, driven by both our investing more than $2.8 billion in land acquisition and development during 2024, as well as our land-related investments in prior years. Through share repurchases and quarterly cash dividends, we returned more than $420 million to our stockholders. We delivered nearly 14,200 homes, outperforming our initial projection of roughly 13,600 homes. In addition, we continued to build our brand and advance our industry leadership in sustainability, receiving broad recognition for our accomplishments and contributions, including those made in the wider communities in which we operate.

Annual Achievements

We produced a one-year total stockholder return of approximately 61%, at the 75^th percentile of our peer group, and strong results across several key measures during 2024.

n	Revenues totaled $6.93 billion, up 8%.
n	Pretax income increased to $850.9 million, up 10%.
n	Net income rose to $655.0 million from $590.2 million, an 11% increase.
n	Diluted earnings per share increased 20% to $8.45, driven by higher net income and the favorable impact of our common stock repurchases.
n	Return on equity increased 90 basis points to 16.6%.
n	Debt to capital ratio improved by 130 basis points to 29.4%.
n	In April 2024, the Board increased our quarterly cash dividend by 25% to $.25 per share.


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Compensation Discussion and Analysis

Financial Performance and Compensation Highlights

Long-Term Growth

Over the five-year period from 2019 to 2024, we generated significant improvements in the financial metrics identified below.

n	Total revenues rose from $4.55 billion to $6.93 billion, a 52% increase.
n	Pretax income grew from $348.2 million to $850.9 million, up 144%.
n	Net income increased from $268.8 million to $655.0 million, also a 144% improvement.
n	Diluted earnings per share rose from $2.85 to $8.45, up 196%.
n	Book value per share improved 112%, from $26.60 to $56.27, reflecting the impact of our common stock repurchases.
n	Debt to capital ratio improved significantly from 42.3% to 29.4%.

In particular, we achieved strong total revenues, net income, and diluted earnings per share results, as well as improvement in book value per share, over the period illustrated in the charts below.

Total Revenues ($ in millions)		Net Income ($ in millions)



Diluted Earnings Per Share		Book Value Per Share


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Compensation Discussion and Analysis

Pay For Performance — 2024 Fiscal Year CEO Compensation

Recent Recognition

We have been recognized by the following prominent organizations, among others, for our sustainability and human capital initiatives and practices:

n	Forbes’ 2024 list of America’s Best Midsize Employers, including being among the top 20% of recognized companies in 2024.
n	Newsweek’s 2024 list of America’s Most Trustworthy Companies, which is a recognition based on three main public pillars: customer trust, investor trust and employee trust.
n	Time Magazine’s 2024 America’s Best Midsized Companies, the only national homebuilder to receive this distinction on this inaugural list, which evaluates employee satisfaction, revenue growth and sustainability transparency.
n	Newsweek’s 2025 list of America’s Most Responsible Companies, the only homebuilder to make this distinguished list five years in a row, recognizing us for demonstrating leading sustainability and governance practices.
n	USA TODAY’s 2024 list of America’s Climate Leaders, the highest-ranked homebuilder listed and ranked in the top five percent of all listed companies, in consideration of our annualized reductions in emission intensity and carbon disclosure rating.

Pay For Performance — 2024 Fiscal Year CEO Compensation

n	Approximately 93% of our CEO’s 2024 total direct compensation (i.e., value of base salary and annual incentive award, and target value of long-term incentive award), was performance-based. His base salary has remained the same since 2017.
n	While we achieved strong financial and operational performance in 2024, to better balance his cash and equity incentives, and enhance both retention and stockholder value creation, our CEO’s total annual incentive payout was approximately $1.16 million, or 13%, lower than the prior year, with a portion paid in three-year, ratable time-vesting restricted stock in lieu of cash. The $6.3 million portion paid in cash was nearly $1.0 million lower than the prior year, and the $1.5 million restricted stock portion was also less than last year.
n	Our CEO’s long-term incentive award granted in October 2024 was, as in prior years, solely performance-based restricted stock units (“PSUs”), with the target award grant value increased from the prior year consistent with a shift in emphasis toward equity incentives, and reflecting peer group and general market data. This award will not fully vest until after our 2027 fiscal year concludes.
n	Our CEO earned his long-term incentive award at 180% of target (as discussed under “2021 PSU Awards”), reflecting our strong performance on the three applicable measures over the performance period that ran from December 1, 2021 to November 30, 2024.
n	Taken together, overall CEO total direct compensation was up a modest 3.4% over the prior year.

The table below compares our CEO’s total direct compensation for 2024 and 2023.

Total Direct Compensation*	2024		2023		Change
Base Salary	$	1,150,000	$	1,150,000	$	—
Annual Incentive Plan Compensation^(a)		7,795,702		8,958,644		(1,162,942	)
Long-Term Incentive Awards^(b)		7,199,979		5,500,020		1,699,959
TOTAL	$	16,145,681	$	15,608,664	$	537,017

*	This table does not include certain amounts that are reported in the Summary Compensation Table. It excludes the change in our CEO’s pension value, a required reporting item that represents only the actuarial change in our CEO’s pension benefits based on interest rate fluctuations. It does not reflect any new benefits, cash or other compensation granted to or received by our CEO. This benefit has been frozen with no additional benefit accruals since 2004 (other than the same cost-of-living adjustments applied to federal social security benefits). Additionally, this table excludes amounts in the “All Other Compensation” category, which represents less than one-half of 1% of our CEO’s total annual compensation as reported in the Summary Compensation Table.
(a)	Reflects our CEO’s entire annual incentive for each year, including both the portion paid out in cash and the portion paid out in time-vesting restricted stock in lieu of cash.
(b)	Reflects the target value of our CEO’s long-term incentive award grants for each year, consisting solely of PSUs.


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Table of Contents

Compensation Discussion and Analysis

Engaging With Our Stockholders

Engaging With Our Stockholders
Engaging With Our Stockholders		Direct engagement with our stockholders is an integral part of managing our business to drive long-term value and aligns with our core value of building strong and collaborative relationships.

Why We Engage

	To Interact:		To Inform:		To Improve:
We seek to understand the issues that are important to our stockholders through an ongoing, two-way dialogue in which we can respectfully discuss their priorities.		We are committed to providing transparency into our strategy, performance, outlook and sustainability-related practices.		We use feedback from stockholders to enhance our public disclosures and consider it in our decision-making.

How We Engage

We conduct extensive stockholder outreach throughout the year, typically engaging with the investment management teams of our largest stockholders, as well as their governance representatives. Our stockholder conversations involve our senior management, investor relations, human resources and legal executives. Matters raised in these engagements are actively discussed with directors as relevant.

In 2024, we continued our longstanding practice of reaching out to our stockholders, including each of our 25 largest stockholders, in advance of our annual meeting and engaged with holders representing over 50% of our outstanding shares through written communications, phone calls and virtual meetings. We conducted additional proactive outreach with some of our largest stockholders throughout the balance of the year. During the course of these meetings, we discussed and received constructive feedback on a broad range of topics, including our company strategy and performance, executive compensation, board tenure and composition, environmental and social sustainability initiatives and governance matters.

We also provide stockholders with opportunities throughout the year to engage with us. We participate in formal events, including sell-side analyst hosted conferences, non-deal roadshows, and investor visits to our communities. In addition, we speak with stockholders more informally during the year, particularly following the announcement of our quarterly earnings results.

Actions Taken Following Stockholder Engagements

We value our stockholders’ opinions and are responsive to them. At our 2024 annual meeting, stockholder support for our proposal on NEO compensation was 81%, an improvement from the prior year. The feedback we have received in the past few years through our stockholder engagement efforts shaped the following changes in our executive compensation programs, which we believe have helped strengthen the connection between our performance and executive compensation, as shown in the prior section:

n	Developed with the Compensation Committee and FWC a structured scorecard methodology to guide annual incentive payout determinations.
n	Implemented a limit on the cash payouts for annual incentives to our NEOs.
n	Further reduced the cash payout of the CEO’s annual incentive by allocating a higher portion of his total annual incentive to time-vesting equity in lieu of cash to balance his cash and equity compensation and enhance alignment with stockholder value creation.
n	The CEO’s non-equity incentive payout has been reduced each year since 2021 despite strong company and individual performance, with more emphasis placed on time- and performance-vesting equity awards that align the CEO’s interests with those of our stockholders.


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Table of Contents

Compensation Discussion and Analysis

Engaging With Our Stockholders

The adjustments to our executive compensation programs complemented the following elements, which we have maintained for several years:

Compensation Governance
What We Do		What We Don’t Do
	Engage with and consider stockholder input in designing our executive pay programs.		No re-pricing or cash-out of underwater stock options without stockholder approval.
	Link one- and three-year NEO incentive pay to objective, pre-set, financial performance goals.		We prohibit our employees and non-employee directors from hedging or pledging their holdings of our securities.
	Solely utilize PSUs for our NEOs’ regular long-term incentive grants, and subject NEOs to robust stock ownership requirements.		No new executive officer severance arrangements above a certain amount without stockholder approval (see under “Severance Arrangements”).
	Employee equity awards are subject to double-trigger vesting in a change in control.		No new excise tax “gross-ups” for any officer or employee.
	Maintain an incentive-based compensation recovery (a/k/a “clawback”) policy that is consistent with NYSE rules.		No payments of dividends or dividend equivalents on performance-based equity awards before they vest.
	Perform, under Compensation Committee oversight, annual risk assessments to determine that our employee compensation policies and programs are not likely to have a material adverse effect on us.		Avoid excessive perquisites. Perquisites are generally limited to market-competitive medical benefits and the opportunity to participate in a deferred compensation plan.
	Engage, at the sole direction of the Compensation Committee, an independent compensation consultant.
	Consider our sustainability-related programs’ progress in annual incentive plan performance assessments.
	Maintain a relevant industry peer group.


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Table of Contents

Compensation Discussion and Analysis

Pay Program Overview

The table below sets forth the components of, and rationale for, each element of our executive compensation program.

Compensation Type	Description	Rationale
Base Salary	n Fixed compensation delivered in cash on a semi-monthly basis.	n A market-aligned component of the overall pay package to provide a baseline level of pay; key to attracting and retaining highly qualified executives.
Annual Incentive Program	n Our NEOs’ 2024 annual incentives were performance-based and formula-driven, focused on pretax income and asset efficiency measures, with final determinations based on a structured incentive compensation scorecard. n The 2024 annual incentives had cash payout limits, with the balance of any earned award paid out in time-vesting restricted stock.	n Motivates achievement of core strategic short-term financial results with additional emphasis on attaining specified key leadership, strategic planning and execution objectives.
Long-Term Incentive Program	n PSUs constituted all awards for our NEOs’ regular long-term incentive grants, similar to our 2018-2023 grants. n 2024 grants have three separate three-year performance measures: cumulative adjusted earnings per share, average adjusted return on invested capital, and revenue growth versus our peer group.	n Focuses executives on achievement of long-term results and encourages retention. n Establishes strong alignment with long-term stockholder interests through performance-based payouts in shares of our common stock.
Retirement Programs and Perquisites	n A 401(k) plan in which all eligible employees may participate; market-competitive medical, dental and vision benefits; and opportunity to participate in a deferred compensation plan. n Legacy executive retirement and death benefit plans have been closed to new participants for over 19 years.	n Programs are aligned with market practices. n Focuses executives on earning rewards through performance pay elements, not as entitlements.

As outlined above, we place a significant emphasis on at-risk, performance-based pay. As shown below, in 2024, approximately 93% of our CEO’s total direct compensation consisted of performance-based and/or at-risk vehicles. For our other NEOs, such vehicles, on average, approximated 80% of their total direct compensation. The long-term incentives identified below consist of PSUs and any time-vesting restricted stock paid in conjunction with annual incentives.

2024 CEO Compensation Mix		2024 Other NEO Compensation Mix


28	KB Home 2025 Annual Me

SEC Form DEF 14A filed by KB Home