nvr-20250318

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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

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☐						Preliminary Proxy Statement

☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

X						Definitive Proxy Statement

☐						Definitive Additional Materials

☐						Soliciting Material under Rule 14a-12

NVR, INC.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check all boxes that apply):

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

NVR, INC.

11700 Plaza America Drive

Suite 500

Reston, VA 20190

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held on Tuesday, May 6, 2025

11:00 A.M. Eastern Time

NVR, Inc. will hold its Annual Meeting of Shareholders at 11:00 A.M. (Eastern Time) on Tuesday, May 6, 2025. We will hold the meeting at our corporate headquarters located at 11700 Plaza America Drive, Suite 500, Reston, Virginia, 20190.

We are holding the meeting for the following purposes:

1. To elect nine directors from the nominees named in the attached Proxy Statement;

2. To ratify the appointment of the accounting firm of KPMG LLP as our independent auditor for the year ending December 31, 2025;

3. To vote on a non-binding advisory resolution to approve compensation paid to certain executive officers;

4. To vote on a shareholder proposal to provide shareholders with the right to call a special meeting, if properly presented at the Annual Meeting; and

5. To transact other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

The above items are fully described in the attached Proxy Statement. We have not received notice of any other matters that may properly be presented at the meeting.

Only shareholders of record at the close of business on March 5, 2025 will be entitled to vote at the meeting. Whether or not you plan to attend the meeting, we encourage you to vote before the Annual Meeting. Most shareholders will have a choice of voting through the Internet, by telephone or, if you received a printed copy of the proxy materials, by completing a proxy card and returning it promptly in the accompanying envelope. You are invited to attend the meeting in person. If you do attend the meeting, you may withdraw your proxy and vote in person.


						By Order of the Board of Directors,

						James M. Sack
						Secretary and General Counsel
						March 18, 2025

Table of Contents


		Page
I.	Proxy Statement	1
	Company Overview	3

II.	Proposal No. 1 - Election of Directors	7
	Biographical Information for Our Director Nominees	7

III.	Corporate Governance Principles and Board Matters	10
	Board Leadership Structure, Committee Composition and Role in Risk Oversight	10
	Board Independence	13
	Board Committees	14
	Communications with the Board of Directors	17
	Review, Approval or Ratification of Related Person Transactions	17
	Security Ownership of Certain Beneficial Owners and Management	18
	Report of the Audit Committee	20

IV.	Compensation Discussion and Analysis	21
	Report of the Compensation Committee	35
	Summary Compensation Table	36
	Outstanding Equity Awards	37
	Option Exercises and Stock Vested	38
	Non-Qualified Deferred Compensation Table	38
	Narrative Disclosures of Termination and Change of Control Payments	39
	Pay Ratio	42
	Pay vs Performance Table	43
	Director Compensation Table	46

V.	Proposal No. 2 - Ratification of Appointment of Independent Auditor	48

VI.	Proposal No. 3 - Advisory Vote on Executive Compensation	49

VIII.	Proposal No. 4 - Spec ial Shareholder Meeting	49

IX.	Shareholder Proposals and Other Matters	53

NVR, INC.

11700 Plaza America Drive

Suite 500

Reston, VA 20190

Proxy Statement

This Proxy Statement, proxy card and the Annual Report for the year ended December 31, 2024 are being distributed to our shareholders on or about March 18, 2025 in connection with the solicitation on behalf of the Board of Directors (the “Board”) of NVR, Inc. ("NVR"), a Virginia corporation, of proxies for use at our Annual Meeting of Shareholders. The Annual Meeting will be held on Tuesday, May 6, 2025, at our corporate headquarters located at 11700 Plaza America Drive, Suite 500, Reston, Virginia 20190, at 11:00 A.M., Eastern Time.

We bear the cost of proxy solicitation, including expenses in connection with preparing and distributing the proxy solicitation materials. We may reimburse brokers or persons holding shares in their names or in the names of their nominees for their expenses in sending proxies and proxy materials to beneficial owners. In addition to solicitation electronically and by mail, certain of our officers, directors and regular employees, who will receive no extra compensation for their services, may solicit proxies. We have retained Georgeson Inc. to assist in the solicitation of brokers, bank nominees and institutional holders for a fee of approximately $9,000 plus out-of-pocket expenses.

All voting rights are vested exclusively in the holders of our common stock, par value $0.01 per share (the “Common Stock”). Only shareholders of record as of the close of business on March 5, 2025 (the “Record Date”) are entitled to receive notice of and to vote at the Annual Meeting. Shareholders include holders (the “Participants”) owning stock in our Profit Sharing Trust Plan and Employee Stock Ownership Plan (together, the “Plans”).

If you plan to attend the meeting in person, you must send written notice of your intention to attend to James M. Sack, Secretary at our corporate headquarters address by May 1, 2025. Attendance at the meeting is limited to shareholders, who may be "record holders" who own shares directly in their names, or who may hold shares through banks, brokerages, or other intermediaries. Attendees must provide photo identification and evidence of ownership as of the Record Date, such as a letter from the bank, broker, or other intermediary confirming ownership, or the relevant portion of a bank or brokerage firm account statement. An attendee that is the authorized representative of an entity that is a beneficial holder must present a letter from the entity certifying the beneficial ownership of the entity and status as an authorized representative. If you do not follow these instructions, you may not gain attendance to the meeting.

Whether or not you plan to attend the meeting, we encourage you to vote before the Annual Meeting. We strongly encourage all of our shareholders to vote electronically at www.proxyvote.com or provide voting instructions to their broker, bank, trustee or other nominee to ensure that their shares are voted at the Annual Meeting. Further instructions on how to vote are included on the proxy card. The persons named in the proxy card will vote shares of Common Stock represented by all valid proxies in accordance with the instructions contained thereon. In the absence of instructions, shares represented by properly executed proxies will be voted:

•FOR the election of the nine director nominees named in this Proxy Statement;

•FOR the ratification of the appointment of KPMG LLP as our independent auditor for 2025;

•FOR the approval of the compensation paid to certain executive officers;

•AGAINST the shareholder proposal referenced in this Proxy Statement, if properly presented at the Annual Meeting; and

•in the discretion of the named proxies with respect to any other matters presented at the Annual Meeting.

You may revoke your proxy and change your vote at any time before the Annual Meeting by entering a new electronic or telephone vote (until the cut-off date set forth on the proxy notice). You also may revoke your proxy by delivering a later-dated proxy. If you are a beneficial owner, you must contact your nominee to change your vote or obtain a legal proxy to vote your shares at the meeting.

If a shareholder holds shares in a brokerage account or through a broker, bank, trust or other nominee, the rules of the New York Stock Exchange (the “NYSE”) prohibit the nominee from voting the shareholder’s shares on any proposal to be voted on at the Annual Meeting, other than ratification of the appointment of KPMG LLP as our independent auditor, unless the nominee has received an instruction from the shareholder regarding how the shares should be voted. Any shares for which an instruction has not been received will result in a “broker non-vote” on the proposal for which no instruction was provided.

For a quorum to exist at the Annual Meeting, holders of shares representing a majority of the votes entitled to be cast on each matter must be present in person or by proxy. Shares voted “abstain” or represented by a broker non-vote on a matter will be considered present at the Annual Meeting for the purpose of establishing a quorum. For a director to be deemed elected, the director must receive a majority of votes cast “for” and “against” the director's election. Similarly for other proposals, the proposal must receive a majority of votes cast “for” and “against” the proposal. For these proposals, therefore, abstentions and broker non-votes will have no effect on the result of the vote.

The proxy card also should be used by Participants to instruct the trustee of the Plans how to vote shares of Common Stock held on their behalf. The trustee is required under the trust agreement to establish procedures to ensure that the instructions received from Participants are held in confidence and not divulged, released or otherwise utilized in a manner that might influence the Participants’ free exercise of their voting rights. Proxy cards representing shares held by Participants must be voted by May 1, 2025 either electronically or returned to the tabulator using the enclosed return envelope. Proxy cards should not be returned to NVR. If shares are owned through the Plans and the Participant does not submit voting instructions by May 1, 2025, the trustee of the Plans will vote such shares in the same proportion as the voting instructions received from other Participants.

As of the Record Date, we had a total of 2,969,005 shares of Common Stock outstanding, each share of which is entitled to one vote. The presence, either in person or by proxy, of persons entitled to vote a majority of the outstanding Common Stock is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Under our Restated Articles of Incorporation and Bylaws, holders of Common Stock are not entitled to vote such shares on a cumulative basis, including with respect to the voting for directors.

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 6, 2025:

The Notice and Proxy Statement and Form 10-K for the year ended December 31, 2024 are available at www.proxyvote.com.

Company Overview

Who We Are

We are one of the largest homebuilders in the United States. We operate in thirty-six metropolitan areas in sixteen states, and Washington, D.C. Our homebuilding operations include the construction and sale of single-family detached homes, townhomes and condominium buildings under three trade names: Ryan Homes, NVHomes and Heartland Homes. Our Ryan Homes product is marketed primarily to first-time and first-time move-up buyers. Our NVHomes and Heartland Homes products are marketed primarily to move-up and luxury buyers. In addition to selling and building homes, we provide a number of mortgage-related services through our wholly owned subsidiary, NVR Mortgage Finance, Inc. (“NVRM”). Through operations in each of our homebuilding markets, NVRM originates mortgage loans almost exclusively for our homebuyers.

2024 Corporate Sustainability Highlights

Our Board believes that corporate responsibility and business sustainability go hand in hand at NVR. The Nominating and Corporate Governance Committee (the “Nominating Committee”) is responsible for setting our environmental, social and governance ("ESG") strategy and overseeing the mitigation of ESG risks as part of our strong governance framework. The Nominating Committee received briefings on ESG matters from our management team during each of its five meetings in 2024. Topics discussed during 2024 included shareholder feedback and priorities related to ESG matters, regulatory proposals, monitoring of ESG industry developments, our Employer Information Report Data ("EEO-1") and our Responsible Building Policy and Sustainability Accounting Standards Board ("SASB") Disclosures. The EEO-1 report and our Responsible Building Policy and SASB Disclosures are both available on our website at www.nvrinc.com.

NVR has four sustainability priorities: continuing our strong commitment to our people, minimizing the impact of our operations on the environment, building sustainable communities and managing risk.

People

Safety: Our employees are our most important asset, and the safety of our employees is our first priority. Our concern for safety goes beyond our employees, extending to our customers and trade partners. Construction presents a demanding environment and we strive to ensure that all of our employees, customers and trade partners go home safely every single day.

We use a method of construction called panelization. Panelization allows for the building of large portions of our homes in ten centralized production facilities. These facilities promote safety by panelizing our homes in a controlled environment, reducing environmental concerns, the time our trade partners need to construct our homes and reducing exposures to hazards. We provide ongoing training and employ strict safe building practices. All new hires undergo a two day safety orientation followed by additional training at 30, 60 and 90 days, along with ongoing regular safety meetings. Over the last ten years, our production facilities maintained a safety incident rate approximately 30% lower than the industry average.

We maintain robust safety and training programs to ensure that safety is an integral part of our onsite construction process. We perform frequent construction site inspections to ensure our safety processes and procedures are being followed. We conduct semi-annual unannounced safety audits at all of our homebuilding divisions. The audits assess compliance with OSHA standards and company safety policies. The results of these audits are reviewed by our senior management team, and division management is responsible for updating safety processes and procedures as needed based on the results. We maintain a rigorous enforcement program to hold our management and trade partners accountable for non-compliant actions. We also engage directly with our trade partners to ensure they have input regarding the safety of their employees on our construction sites.

Safety and security considerations extend beyond the construction site. We maintain security standards for each of our office locations and model homes, including alarm/security systems, 24/7 monitoring for all model homes and semi-annual security audits for all offices and model homes.

Development & Advancement: We provide advancement opportunities for our employees by offering training and development that aligns with each employee’s responsibilities and career path. Managers provide frequent performance coaching through a formal process to develop our employees and enhance our succession planning. The substantial majority of our leadership fulfillments are from within our workforce, and all of our employees are NVR shareholders through our robust Employee Stock Ownership Program. We believe this focus provides both long-term success and continuity to our operations and growth for our employees. Our results in this area are demonstrated by the tenure of our executives and our regional and division leaders.

Inclusive Culture: We are committed to continually developing an inclusive culture that attracts a diverse workforce and enables them to contribute to the success of the company by emphasizing their unique perspectives and backgrounds. Our culture prioritizes creating opportunities for growth, a sense of belonging and operating with the highest level of integrity. In addition, our leadership works to create a safe and ethical workplace that offers all employees opportunities to learn, grow and develop. The differing perspectives that emerge from this diverse and safe environment allows us to make the appropriate merit-based decisions. Pursuant to these priorities, we report our annual EEO-1 data on our website.

Mobility Among Our Employees: A core tenet to our growth strategy is leveraging our experienced employee base when expanding to new markets. Employees with experience executing our business model in established markets can drive business execution and develop our culture in expansion markets. The relocation of our experienced employees has allowed us to establish a market presence more quickly in new markets. Additionally, mobility drives career advancement opportunities for our employees.

Environmentally Responsible Building

Sourcing & Design: Our centralized production facilities enable us to have significant control over the sourcing of raw materials. For example, lumber is one of our most important raw materials, and centralization allows us to purchase a significant amount of lumber from sustainable forests. Currently, more than 80% of our lumber spending is from companies who participate in the Forest Stewardship Council (FSC) or similar certified sustainable forests. When we source intermediate and finished goods for our homes, we also strive to source sustainably. For example, the cabinets we install in our homes are “Green-Approved” certified by the NAHB Research Center and certified by the Kitchen Cabinet Manufacturers Association under its Environmental Stewardship Program.

We also use materials in our homes that promote greater resource efficiency. For instance, the floor, wall and roof sheathing that we use is engineered lumber, not plywood, which allows us to use the entire tree. Additionally, much of the waste that we create from our raw lumber is recycled.

Production facilities: We produce large portions of our homes in our centralized production facilities, including wall panels, roof trusses and stairs, which allows us to reduce waste, effectively recycle materials, and improve accuracy and consistency in our construction. Our production processes use computer-driven saws that maximize the use of raw lumber to fabricate roof trusses and wall panels, resulting in an extremely low waste factor. We use advanced framing techniques recommended for Leadership in Energy and Environmental Design (LEED) green building certification and use highly-sophisticated material takeoff and sourcing techniques to reduce waste. Our framing waste factor is within the LEED-H & National Association of Homebuilders (NAHB) Green Guidelines.

We also strategically locate our production facilities in close proximity to our communities to reduce freight, road congestion and fuel consumption and minimize air pollution. We currently have ten such production facilities. We believe this is a clear indication of our commitment to environmentally friendly production. We continually update our production processes to enhance vertical integration, which results in significantly fewer shipments to our job sites and reduced fuel usage.

Recycling: We strive to recycle materials in our production processes whenever possible. We recycle cardboard, metal, concrete and wooden pallets as part of our recycling program, which significantly reduces the amount of materials that end up going to landfills. We optimize our lumber cuts to minimize lumber scrap and work with lumber recyclers to repurpose our lumber scrap.

Responsibility: We are responsible stewards of the land we control; no run-off or by-product discharge is created from our processes at our production facilities. We utilize an extensive storm water management system and have implemented erosion and sediment controls on all of our construction sites to manage storm water run-off. We also perform semi-annual unannounced environmental audits at construction sites in which we assess compliance with company policies and federal, state and local clean water standards. The results of the audits are reviewed by our senior management team and division management is responsible for updating environmental processes and procedures as needed based on the results. We maintain a rigorous enforcement program to hold our management and our trade partners accountable for non-compliant actions. We actively monitor the regulatory environment with respect to environmental and climate disclosures and proactively prepare for compliance with emerging requirements.

Sustainable Communities

Energy Efficient & Affordable Homes: We design our homes under our BuiltSmart program, which has been designed to highlight the quality, livability and energy efficiency that goes into our home designs. Our building practices and standards result in a lower long-term carbon footprint for our homes and communities. Our homes use resources as efficiently as possible while providing durable structures that will last for generations. We believe that building our homes to use less energy, water and other natural resources is an important way we can have a lasting sustainability impact.

According to the U.S. Energy Information Administration, more than half of all energy consumed in the types of homes we build is used to heat and cool. We reduce our homes’ energy demand through the use of air and moisture infiltration systems, high-efficiency windows, engineered air handling systems to minimize imbalance and loss, and the use of insulation that meets or exceeds local building requirements. We then deliver heating and cooling with high-efficiency heating and air conditioning systems and install programmable thermostats in each home to help homeowners reduce their energy usage.

We also install integrated LED light fixtures and bulbs that are at least 75% more energy efficient than traditional lighting, and create less waste due to a lifespan that is up to 25 times longer than a traditional light bulb.

All of our homes are tested using the RESNET standard for energy efficiency by an independent third-party. For 2024, 100% of our homes built were more energy efficient than a standard new home (as defined by the Home Energy Rating System, or HERS), and were on average over 40% more efficient than the standard new home.

Reduce Water Needs: We use high-efficiency tankless water heaters in many of our homes to provide on-demand hot water, resulting in a significant energy use reduction for homeowners. We use faucets and shower heads that are certified to the EPA WaterSense program, reducing the consumption of water by at least 20%, and we install landscaping using native plants and materials to reduce the need for extra irrigation.

Home Ownership: Since 1948, our passion and purpose has been to build beautiful places people love to call home, and we have built more than 579,000 homes in that time. We bring the dream of affordable home ownership to first time buyers, move-up buyers, empty nesters and active adults, and are a leading builder in diverse areas in our footprint. We build homes in thirty-six metropolitan areas in sixteen states and included in those areas are a number of traditionally underserved markets. In addition, we actively support low and moderate income households through state and local affordable housing initiatives. Our mortgage banking operations lending practices are conducted in accordance with the Equal Credit Opportunity Act and Fair Housing Act, and approximately 52% of FHA loans closed in 2024 were made in underserved markets. We know that engaging

and supporting our communities throughout the building process and beyond enhances the long term sustainability and value creation of our business.

As a result of our sustainability efforts, some of our homes have achieved a level of efficiency and sustainability that allows us to sell the mortgage loans we close on such homes to Fannie Mae for inclusion in their “green bond” mortgage backed securities. At present, we are one of the top five builders whose mortgages are included in this Fannie Mae program.

Risk Management

Strategy: Two of the key differentiators that contribute to our success are our market concentration strategy and our lot acquisition strategy. We focus on obtaining and maintaining a leading market position in each market we serve. This strategy allows us to gain valuable efficiencies and competitive advantages in our markets, which we believe contributes to minimizing the adverse effects of regional economic cycles and provides growth opportunities within these markets.

With respect to our lot acquisition strategy, we generally do not engage in direct land ownership or land development. Instead, we typically acquire finished building lots from various third party land developers pursuant to fixed price finished lot purchase agreements (“LPAs”) that require deposits that may be forfeited if we fail to perform under the LPAs. The deposits required under the LPAs are in the form of cash or letters of credit in varying amounts and typically range up to 10% of the aggregate purchase price of the finished lots. We believe that our lot acquisition strategy avoids the financial requirements and risks associated with direct land ownership and land development. In this way, we operate in a much less capital intensive manner than most other homebuilders.

Capital Allocation: Our strategy described above is the key driver of our strong balance sheet that, over the long-term, maximizes shareholder value in a cyclical industry. We were the only publicly traded homebuilder that remained profitable through the 2006-2011 housing downturn, the most severe since the Great Depression of the 1930s. That outperformance in a recessionary period was a direct result of our strategy. In 2024, we continued our robust share repurchase program by repurchasing $2.1 billion of outstanding stock, while maintaining a strong balance sheet with a net cash balance in excess of $1.6 billion at December 31, 2024. Our strong balance sheet enables us to weather future business disruptions and take advantage of opportunities that may arise from future economic and homebuilding market volatility.

Corporate Governance: We are committed to having sound corporate governance principles and practices. Having and acting on that commitment is essential to the long term sustainability of our business and to maintaining our integrity in the marketplace. We have a robust Code of Ethics and Standards of Business Conduct (the "Code") published on our website that applies to all employees and our Board, and is designed to, among other things, promote honest and ethical conduct, avoid conflicts of interest and ensure compliance with laws and regulations. All employees are required to acknowledge the Code upon joining NVR and annually thereafter.

Our Board actively oversees our strong corporate governance framework. During 2024, our Board met formally five times and was actively engaged in overseeing key business risks. We have three female independent directors on our Board, and have a broad diversity of backgrounds and perspectives within our boardroom. Our Board and management regularly consider board refreshment and we have a robust board self-evaluation process. These practices help us strike the right balance between long-term understanding of our business, business experience, tenure and fresh external perspectives.

Sustainability is an Ongoing NVR Priority

We are committed to our priorities of people, environmentally responsible building, sustainable communities and risk management. The actions we have described here are a small part of what we do every day to fulfill our corporate responsibility and enhance our business sustainability. These important topics will continue to evolve, and so will our active approach to addressing these topics as part of our strong governance framework.

We believe profitability and sustainability go hand-in-hand; we are more profitable because we operate sustainably, and we are more sustainable because we operate profitably. While the examples we provide in this proxy are focused on current and recent practices, the fundamentals of our sustainable strategy have been the very underpinning of our business success. The 148,607% return our shareholders have enjoyed over the last 30 years is a testament to the success of our strategy.

Election of Directors

(Proposal No. 1)

Director Nominees

Our Restated Articles of Incorporation state that the number of directors on our Board will be no less than seven and no more than thirteen, as established from time to time by Board resolution. Our Board has set the size of the Board at nine members. We strive to strike the right balance on our Board between long-term understanding of our business, the quality of business experience, a high level of demonstrated accomplishment and fresh external perspectives.

The following persons have been nominated by the Board to be elected to hold office for a one-year term ending at the 2026 Annual Meeting and until their successors are duly elected and qualified:


Name	Age	Year First Elected or Appointed	Independent	Other Public Company Boards
Paul C. Saville	69	2022	No	—
C. E. Andrews	73	2008	Yes	1
Sallie B. Bailey	65	2020	Yes	1
Alfred E. Festa	65	2008	Yes	1
Alexandra A. Jung	54	2018	Yes	—
Mel Martinez	78	2012	Yes	1
David A. Preiser	67	1993	Yes	—
W. Grady Rosier	76	2008	Yes	—
Susan Williamson Ross	63	2016	Yes	—

All of the director nominees are current directors standing for re-election. Each nominee has consented to serve as one of our directors if elected. Our Board does not contemplate that any of its proposed nominees listed above will be unwilling to serve or become unavailable for any reason, but if any such circumstance should occur before the Annual Meeting, proxies may be voted for another nominee selected by the Board.

Biographical Information for Our Directors and Director Nominees

The biographies below describe the skills, attributes and experience of our directors and director nominees who were considered by the Board and Nominating Committee.

Paul C. Saville has been Executive Chairman of our Board since May 4, 2022. Prior to that, Mr. Saville served as President and Chief Executive Officer of NVR from July 1, 2005 through May 3, 2022. Mr. Saville has been employed by NVR since 1981.

The Board believes that Mr. Saville is highly qualified to serve on the Board based on his extensive NVR and homebuilding industry and real estate experience, his executive leadership experience, his brand marketing expertise, his financial expertise, his mergers and acquisitions experience, his turn-around/restructuring experience and his public company board experience.

C. E. Andrews has been a director since May 6, 2008. Mr. Andrews served as Chief Executive Officer and a member of the board of directors of MorganFranklin Consulting, LLC from May 2013 through March 2017, and served on its Board of Directors from May 2013 through June 2019. From June 2009 until February 2012, Mr. Andrews was the president of RSM McGladrey Business Services, Inc. Prior to that, Mr. Andrews served as the president of SLM Corporation and spent approximately 30 years at Arthur Andersen. Mr. Andrews serves on the board of Marriott Vacations Worldwide Corporation.

The Board believes that Mr. Andrews is highly qualified to serve on our Board based on his executive leadership experience, his financial and accounting expertise, his restructuring experience and his public company board experience.

Sallie B. Bailey has been a director since February 21, 2020. Ms. Bailey was Executive Vice President and Chief Financial Officer of Louisiana-Pacific Corporation from December 2011 until July 2018. From January 2007 until July 2010, Ms. Bailey was the Vice President and Chief Financial Officer of Ferro Corporation and before that, Ms. Bailey served in various senior management roles at The Timken Company, lastly as Senior Vice President and Controller. Ms. Bailey serves on the board of L3Harris Technologies, Inc. Within the last five years, Ms. Bailey previously served on the board of the Azek Company.

The Board believes that Ms. Bailey is highly qualified to serve on our Board based on her executive leadership experience, her financial and accounting expertise and her public company board experience.

Thomas D. Eckert has been a director since December 1, 2011. Mr. Eckert's term expires at the 2025 Annual Meeting, and he is not standing for re-election.

Alfred E. Festa has been a director since December 1, 2008. Mr. Festa was Chairman of W. R. Grace & Co (“Grace”) from January 2008 through November 2019. He joined Grace as President and Chief Operating Officer in November 2003 and was Chief Executive Officer from June 2005 through November 2018. Before Grace, Mr. Festa was a partner in Morgenthaler Private Equity Partners, a venture/buyout firm focused on mid-market industrial build-ups. Mr. Festa serves on the board of Owens Corning, Inc.

The Board believes that Mr. Festa is highly qualified to serve on our Board based on his executive leadership experience, his public company board experience, his financial expertise, his brand marketing expertise, his mergers and acquisitions experience, and his restructuring experience.

Alexandra A. Jung has been a director since December 3, 2018. Ms. Jung is a co-founder and Managing Partner of Amateras Capital, an investment firm focused on private credit and equity investments. She is also a Partner and Head of Private Debt at AEA Investors, L.P. From 2009 through April 2020, Ms. Jung was at Oak Hill Advisors ("Oak Hill"), a leading alternative investment firm with over $50 billion of assets under management. Ms. Jung was a partner at Oak Hill from 2012 through April 2019 when she became a senior advisor. Prior to joining Oak Hill, Ms. Jung was a Managing Director at Greywolf Capital Management, where she was responsible for investments in credit, private equity and special situations. Previously, she managed investments in credit, distressed debt and equity as part of Goldman Sachs’ European Special Situations Group.

The Board believes that Ms. Jung is highly qualified to serve on our Board based on her executive leadership experience, her financial expertise, her knowledge of capital markets, her mergers and acquisitions experience, her restructuring experience and her public company board experience.

Mel Martinez has been a director since December 1, 2012. Mr. Martinez was Chairman of the South East and Latin America for JPMorgan Chase & Co. ("JPMorgan") from August 2010 through March 1, 2023. Prior to joining JPMorgan, Mr. Martinez was a partner in the law firm DLA Piper from September 2009 to July 2010. Mr. Martinez served as a United States Senator from Florida from January 2005 to September 2009 and served as the Secretary of the United States Department of Housing and Urban Development before that. Mr. Martinez serves on the board of Marriott Vacations Worldwide Corporation.

The Board believes that Mr. Martinez is highly qualified to serve on our Board based on his executive leadership experience, his housing industry experience, his government and housing regulatory expertise, and his public company board experience.

David A. Preiser has been a director since September 30, 1993. Mr. Preiser is currently Vice-Chairman of the investment banking firm of Houlihan Lokey, Inc. He served as Co-President of Houlihan Lokey, Inc. from 2013 to 2024 and a member of its board of directors from 2001 until 2024. Since January 1, 2005 until 2024, Mr. Preiser also served as Chairman of Houlihan Lokey– Europe, pursuant to which he led Houlihan Lokey’s European investment banking activities, including Houlihan Lokey’s European restructuring business. Mr. Preiser is also active in Houlihan Lokey’s investment banking, real estate and financial restructuring activities in the United States and throughout the world.

The Board believes that Mr. Preiser is highly qualified to serve on our Board based on his executive leadership experience, his financial expertise, his knowledge of capital markets, his mergers and acquisitions experience, his public company board experience, and his turn-around/restructuring experience.

W. Grady Rosier has been a director since December 1, 2008. Mr. Rosier served as the President and CEO of McLane Company, Inc. (“McLane”), a supply chain services company, from 1995 through August 2020. Before that, Mr. Rosier held various senior management roles at McLane. Within the last five years, Mr. Rosier served on the board of NuStar Energy L.P.

The Board believes that Mr. Rosier is highly qualified to serve on our Board based on his executive leadership experience and his public company board experience.

Susan Williamson Ross has been a director since July 28, 2016. Ms. Ross has been the President of the privately-held majority investor in Clark Construction Group, Shirley Contracting and several other construction, development and real estate businesses since January 2016. She became the President and Chief Executive Officer in December 2020. She has been employed by Clark Construction Group since December 1986 in various positions, including Chief Administrative Officer from July 2004 to 2020 and Executive Vice President from January 2008 to the present.

The Board believes that Ms. Ross is highly qualified to serve on our Board based on her executive leadership experience, her construction and real estate development experience and her public company board experience.

Majority Vote Standard

Pursuant to our Corporate Governance Guidelines, the Board expects a director to tender his or her resignation if he or she fails to receive the required number of votes for re-election. Under these guidelines, the Board shall nominate for re-election as a director and fill director vacancies and new directorships only with candidates who agree to tender their resignation if they fail to receive the required number of votes for re-election.

If a director fails to be re-elected by a majority of votes cast, the Nominating Committee shall promptly consider the resignation offer of any such director and recommend to the Board whether to accept the tendered resignation or reject it. The Board shall take action with respect to the Nominating Committee's recommendation no later than 90 days following the submission of any such resignation offer. Following the Board's action regarding the Nominating Committee's recommendation, we will promptly file a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) which shall detail the Board's decision regarding a tendered resignation. This report shall include an explanation of the process by which the Board's decision was reached and the reasons for the Board's decision.

To the extent that one or more directors’ resignations are accepted by the Board, the Nominating Committee will recommend to the Board whether to fill the vacancy or vacancies or to reduce the size of the Board.

The Board expects that any director who tenders his or her resignation pursuant to this policy will not participate in the Nominating Committee recommendation or Board action regarding whether to accept or reject the tendered resignation. If, however, a majority of the members of the Nominating Committee fails to receive the required number of votes for re-election in the election, the independent directors who did not fail to receive the required number of votes for re-election shall form a committee amongst themselves for the purposes of evaluating the tendered resignations and recommending to the Board whether to accept or reject them.

Required Vote

Each director shall be elected by a majority of the votes cast in the election at the Annual Meeting, assuming that a quorum is present. A majority of the votes cast means that the number of shares voted "for" a director must exceed the number of shares voted "against" that director. Unless marked otherwise, proxies received will be voted FOR the election of the nominees designated above. Shareholders may abstain from voting for any particular nominee by so indicating in the space provided on the accompanying proxy card. An abstention will not be counted as a vote cast “for” or “against” a director’s election.

CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

We are committed to having sound corporate governance principles and practices. Having and acting on that commitment is essential to running our business efficiently and to maintaining our integrity in the marketplace. Our primary corporate governance documents, including our Corporate Governance Guidelines, Code of Ethics and all of our Board Committee Charters, are available to the public on our website.

The following are highlights of our Corporate Governance practices:

•Separate Chairman of the Board and Chief Executive Officer positions

•Annual elections for all directors

•Majority voting standard for uncontested elections

•Eight of the nine director nominees are independent

•Independent lead director

•Shareholder proxy access

•Shareholder right to call a special meeting

•Annual Board and Committee evaluations

•Robust NVR stock ownership requirements for named executive officers and directors

•Robust pre-clearance process for trading NVR stock during open trading windows

•Prohibition against short sales, hedging or pledging of NVR stock by named executive officers and directors

•Prohibition against named executive officers and directors owning NVR debt

•No poison pill or other anti-takeover provisions

•Independent compensation consultant

Board Leadership Structure, Committee Composition and Role in Risk Oversight

Board Leadership Structure

Separate Chief Executive Officer (“CEO”) and Executive Chairman of the Board (“Chairman”)

We seek to maintain an appropriate balance between management and our Board. In 2005, we separated the roles of the Chairman and the CEO. Currently, Mr. Saville serves as Chairman, and Eugene J. Bredow serves as CEO. Our CEO is not a Board member. Our Board believes that this structure provides a bridge between management and the Board, as Mr. Saville is well-positioned to bring key business issues and shareholder interests to the Board's attention, given his in-depth understanding of our business. Mr. Saville continues to provide strategic direction in this role while Mr. Bredow provides operational direction. This structure also helps ensure accountability for the actions and strategic direction of NVR.

While the Board retains the discretion to combine the roles of Chairman and CEO, as from time to time it may be in our best interests, we expect that the roles of Chairman and CEO will remain separated for the foreseeable future. Our separate Chairman and CEO roles allow us to effectively manage the business and we believe the structure is a key driver in maintaining our sound corporate governance principles. All of our Board members other than our Chairman are independent.

Independent Lead Director

Our Board has an independent lead director who provides independent oversight of senior management and Board matters. We believe having an independent lead director is an important governance practice given that our Board’s Chairman, Mr. Saville, is not independent. The selection of an independent lead director is meant to facilitate, and not to inhibit, communication among the directors or between any of them, our Chairman and our CEO. Accordingly, directors are encouraged to continue to communicate among themselves and directly with the Chairman and the CEO. Our independent lead director position rotates annually among the chairs of the Audit, Compensation, and Nominating Committees. We believe rotating the role of independent lead director is beneficial to our Board and our shareholders because it provides a fresh perspective to the role on an annual basis.

The independent lead director's role is critical to ensure the Board is able to carry out its responsibilities effectively and independently of management. The authority and responsibilities of the independent lead director include, but are not limited to, the following:

•Presides over meetings of our independent directors and provides feedback to the Chairman and the CEO, as needed, following such meetings;

•Presides over meetings of our Board if the Chairman is not present; and

•Communicates with shareholders where appropriate.

Mr. Festa, the Chair of our Nominating Committee, currently serves as our independent lead director and has extensive executive leadership experience. After the 2025 Annual Meeting, we expect to appoint the chair of the Audit Committee as our independent lead director, to serve in such role until the 2026 Annual Meeting. The Board believes that this leadership structure optimizes the roles of Chairman, CEO and independent lead director and provides the Company with sound corporate governance in the management of its business.

Director Attendance at Meetings

Our Board holds regular meetings at least quarterly. During 2024, the Board met five times.

Our Board requires that our directors attend each Board and Committee meeting in person, unless personal circumstances affecting a director make such attendance impractical or inappropriate. Each of our current Board members attended 100% of the Board meetings and the meetings of Committees of which he or she was a member during 2024.

Our Board also requires that all current directors and all nominees for election to our Board attend in person our annual meetings of shareholders, unless personal circumstances affecting such director or director nominee make such attendance impractical or inappropriate. Each of our then-serving directors attended the 2024 Annual Meeting of Shareholders in person.

Executive Sessions of the Board

Our independent directors met twice during 2024 in executive session without the presence of management. Our independent lead director chaired these executive sessions.

Our Audit Committee meets in executive sessions at each Audit Committee meeting, separately with (1) our external auditor, (2) the Vice President of Internal Audit and Corporate Governance and (3) the Chief Financial Officer and Chief Accounting Officer. The Chair of the Audit Committee chaired these executive sessions.

Board Role in Risk Oversight

Our Board as a whole oversees our business risks and operational performance through regularly scheduled Board and Committee meetings, as well as through frequent and informal communications between management and the Board. Our Board does not have a standing risk management committee, but directly oversees risk management, as well as through standing committees that address risk inherent in their respective areas of oversight. In particular, a primary function of our Board as set forth in the Company’s corporate governance guidelines is to review assessments of, and management’s plans with respect to, significant risks facing the Company, and our Audit Committee monitors the Company’s policies with respect to risk assessment and risk management and discusses the same periodically with management.

Further, our Bylaws and each of the various Board Committee Charters provide additional detail regarding the areas, duties and functions for which the Board or a Board Committee provides specific oversight of specified areas of risk. That oversight includes a variety of operational and regulatory matters, including, among other things:

•Approval of the annual business plan and the periodic review of our actual performance in comparison to the approved plan;

•Review and analysis of our operational and financial performance compared to our competitors;

•Review of our five year business plan;

•Our land acquisition process;

•Approval of short-term and long-term management incentive compensation plans;

•Review of succession planning throughout our organization for key management positions;

•Oversight of our information security program, designed to enhance business continuity, protect confidential information and implement best practices to mitigate cybersecurity risks;

•Oversight of our ESG strategy;

•Review of our response to new laws, rules or regulations; and

•Direct oversight of our internal audit function and our whistleblower hotline.

Discussions in Board meetings are enhanced by direct lines of communication for Board members with members of the management team responsible for various compliance matters, risk mitigation and strategy. Among other management team members, we have our Senior Vice President of Human Resources and Chief Ethics Officer, Chief Financial Officer, Vice President of Internal Audit and Corporate Governance, Chief Accounting Officer, Chief Information Officer, Chief Information Security Officer and General Counsel. Each of these management team members directly communicate with the Board on various matters regarding risk management when and where appropriate.

Specifically:

•Our Senior Vice President of Human Resources regularly communicates with the Chair of the Compensation Committee on compensation matters and succession planning;

•Our Chief Information Officer and Chief Information Security Officer communicate directly with members of the Audit Committee and Board on cybersecurity matters;

•Our Chief Accounting Officer communicates directly with members of the Audit Committee on emerging accounting and disclosure topics and matters; and

•Our Vice President of Internal Audit and Corporate Governance communicates with members of our Audit Committee on internal control matters and with members of our Board on governance matters.

We believe regular communications between management and members of the Board outside of Board meetings are an important aspect of our compliance strategy and sound risk oversight practices. Below is a discussion of how the Board oversees certain of our more significant business risks.

Land Acquisition

Our continued success is contingent upon our ability to control an adequate supply of finished lots on which to build. With this as a critical aspect of our continued success, management and the Board believe the full Board should be closely involved in our land acquisition strategy. The full Board, therefore, has retained direct oversight responsibility for our land acquisition process, rather than delegating such process to a Board committee. We expend substantial monetary resources to place deposits under lot purchase contracts, typically ranging up to 10% of the aggregate purchase price of the finished lots. Our lot acquisition policy is a Board-approved policy that requires Board approval of:

•Lot purchase contracts above certain parameters, measured by the aggregate size of the deposit or investment;

•Contracts to acquire raw land above certain parameters, measured by aggregate size of the investment;

•Joint venture investments above certain parameters, measured by aggregate size of the investment; and

•Related-party lot purchase contracts regardless of aggregate size.

Liquidity

In a cyclical industry, it is imperative that we focus on our liquidity needs throughout the various stages of the cycle, while maintaining a prudent and efficient capital structure. Accordingly, our full Board has retained the lead role in ensuring that management prudently manages our cash, through the following:

•A Board-approved investment policy that specifies the types of investments allowed for our excess cash;

•Pre-approval of stock repurchases and debt repurchases;

•Pre-approval of capital transactions for the issuance of long-term debt or equity; and

•A Board review of our short-term and long-term cash needs in connection with its reviews of our quarterly forecasts and our annual and five year business plans.

Financial Reporting, Internal Control and Regulatory Matters

Our Audit Committee takes the lead role in overseeing risks as enumerated within its Committee Charter, including the following:

•Our Internal Audit function performs a primary role in risk management. Our Vice President of Internal Audit and Corporate Governance reports directly to the Audit Committee, and the Audit Committee formally approves the annual internal audit budget and staffing.

•The Audit Committee approves the annual internal audit plan, which is prepared using a comprehensive risk-based approach. Each year, our Vice President of Internal Audit and Corporate Governance presents our risk assessment to the Audit Committee. The annual risk assessment includes detailed discussions with senior management focused on operational and internal control risks. As part of this process, management consults with outside advisors where appropriate to provide insights into evolving and emerging risks. We present to the Audit Committee the results of this risk assessment along with a detailed summary of our risk mitigation strategies for each risk.

•On a quarterly basis, our Vice President of Internal Audit and Corporate Governance reviews with the Audit Committee the results of all internal audits of controls over accounting, operations, information technology and cybersecurity.

•Our Audit Committee reviews our cybersecurity processes, including ongoing initiatives, current threats and our response readiness. In 2024, our Chief Information Officer and Chief Information Security Officer presented updates on our cybersecurity initiatives quarterly; twice to our Audit Committee and twice to our full Board.

•On a quarterly basis, our Vice President of Internal Audit and Corporate Governance and our external auditor each have a private session with the Audit Committee without the presence of management.

•Management reports to the Audit Committee any governmental regulatory reviews or audits conducted on our operations, including mortgage regulatory matters and SEC comment letters. The Audit Committee also obtains a report from management at the conclusion of any such review.

•The Audit Committee monitors compliance with our Code of Ethics and Standards of Business Conduct.

Board Independence

Our Board has established director independence standards to assist us in determining director independence, which standards meet the independence requirements of the NYSE corporate governance listing standards. Our independence standards are included within our Corporate Governance Guidelines available on our website. Our Board considers all relevant facts and circumstances in making an independence determination. As required by the rules of the NYSE, for a director to be considered independent under our independence standards, our Board must affirmatively determine that the director has no material relationship with us (other than as a director), directly or indirectly.

Our Board has affirmatively determined that our directors and director nominees, other than Mr. Saville, are independent pursuant to our independence standards. Mr. Saville, our Executive Chairman, has been determined by our Board not to be independent.

When our Board analyzed the independence of its members, it considered relevant transactions, relationships and arrangements, including those specified in the NYSE listing standards and our independence guidelines. The Board considered that certain directors serve as directors or employees of other companies with which we engage in ordinary course of business transactions. In accordance with our independence standards, the Board determined none of these relationships constitute material relationships that would impair the independence of these directors.

Board Committees

Our Board has a standing Audit Committee, Compensation Committee, Nominating Committee, and Executive Committee. The members of the Audit Committee, Compensation Committee and Nominating Committee are independent under the applicable rules of the NYSE and the SEC. Each Committee operates pursuant to a written Committee Charter adopted by our Board and available on our website at www.nvrinc.com. Board members serving on our Committees are shown in the table below.

Name

Audit Committee

Compensation Committee

Nominating Committee

Executive Committee

Paul C. Saville

Chair

C. E. Andrews

Chair

Member

Sallie B. Bailey

Member

Thomas D. Eckert

Member

Alfred E. Festa (L)

Member

Chair

Member

Alexandra A. Jung

Member

Mel Martinez

Member

David A. Preiser

Member

W. Grady Rosier

Member

Susan Williamson Ross

Chair

Member

Number of Meetings in 2024

(L) - Independent lead director

Audit Committee

All members of the Audit Committee are financially literate and are able to read and understand fundamental financial statements, including a balance sheet, income statement and cash flow statement. Our Board has determined that Mr. Andrews and Ms. Bailey qualify as audit committee financial experts as defined within Item 407(d)(5) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All members of the Audit Committee satisfy the independence standards specified in Rule 10A-3(b)(1) under the Exchange Act.

The Audit Committee assists our Board in oversight and monitoring of:

•The integrity of our accounting and financial reporting processes;

•Our compliance with legal and regulatory requirements;

•Our independent external auditor’s qualifications and independence;

•Oversight of our cybersecurity processes, including systems to collect and store confidential information;

•Our policies with respect to risk assessment and risk management; and

•The performance of our internal audit function and our independent external auditors.

The Audit Committee performs the following functions:

•Appoints, evaluates and determines the compensation of our independent external auditor, including annually considering rotation of our independent external auditor;

•Discusses the scope and results of the audit with our independent external auditor and reviews our interim and year end operating results with management and our independent external auditor;

•Oversees our internal audit department;

•Maintains written procedures for the receipt, retention and treatment of complaints on accounting, internal accounting controls or auditing matters, as well as for the confidential, anonymous submissions by our employees of concerns regarding questionable accounting or auditing matters;

•Reviews substantiated complaints received from internal and external sources regarding accounting, internal accounting controls or auditing matters;

•Reviews our cybersecurity processes, including ongoing initiatives, current threats and our response readiness;

•Reviews reports from management regarding significant accounting, internal accounting controls, auditing, legal, cybersecurity and regulatory matters;

•Functions as a qualified legal compliance committee under Part 205 of the rules of the SEC; and

•Prepares the Audit Committee Report for inclusion in our proxy statement.

The Audit Committee has the authority and available funding to engage any independent legal counsel and any accounting or other expert advisors, as our Audit Committee deems necessary to carry out its duties.

Compensation Committee

The Compensation Committee performs the following functions:

•Reviews and determines all compensation of our Executive Chairman and CEO and, based in part on the recommendation of the CEO, of our other executive officers;

•Obtains advice and assistance from compensation consultants that it determines to be necessary to carry out its duties;

•Periodically reviews and makes recommendations to the Board with respect to the compensation of our directors;

•Administers and interprets incentive compensation and equity plans for our employees (except as otherwise described below);

•Makes recommendations to our Board about succession planning for our CEO, and in conjunction with the CEO, is actively engaged in succession planning for other key positions;

•Reviews and approves any employment agreements, or amendments thereto, with our executive officers; and

•Assists in preparing the Compensation Discussion and Analysis and prepares our Compensation Committee Report for inclusion in our annual meeting proxy statement in accordance with applicable rules and regulations of the SEC.

The Compensation Committee may delegate to a senior executive officer of NVR the authority to grant equity awards to employees other than executive officers, within limits prescribed by the full Board. The Compensation Committee delegated authority to our Executive Chairman or CEO, acting jointly with the Senior Vice President of Human Resources, to grant equity awards to new and existing employees (other than executive officers) during 2024. Management is required to report any equity awards granted pursuant to this delegated authority to the Compensation Committee at its next scheduled meeting after the delegated authority is exercised.

The Compensation Committee may delegate its authority to one or more members of the Compensation Committee. Any person to whom authority is delegated must report any actions taken by him or her to the full Compensation Committee at its next regularly scheduled meeting. During 2024, the Compensation Committee did not delegate any of its authority to any individual member.

The Compensation Committee has the authority and available funding to retain any compensation consultant, independent legal counsel or other expert adviser to assist in the evaluation of directors and executive officers' compensation, as our Compensation Committee deems necessary to carry out its duties.

Compensation Consultants

For a description of the role of the compensation consultant during 2024, see Compensation Discussion and Analysis - Compensation Determination Process below.

Compensation Committee Interlocks and Insider Participation

Ms. Ross and Messrs. Eckert, Preiser and Rosier were members of the Compensation Committee during 2024. During 2024, none of our executive officers served as a member of the board of directors or compensation committee of any entity that had one or more executive officers serving as a member of our Board or our Compensation Committee. Thus, there were no interlocks with other companies within the meaning of Item 407(e)(4) of SEC Regulation S-K during 2024.

Nominating Committee

The Nominating Committee performs the following functions:

•Identifies individuals qualified to become Board members, including with respect to the diversity of our members;

•Recommends that our Board select the director nominees for the next annual meeting of shareholders;

•Recommends Board committee structure and makeup;

•Oversees and makes recommendations regarding corporate governance matters, including our Corporate Governance Guidelines;

•Sets our strategy with respect to ESG matters and recommends policies, practices and disclosures that conform to our strategy; and

•Manages the Board’s annual evaluation process.

The Nominating Committee also has the sole authority and available funding to obtain advice and assistance from executive search firms, and internal or outside legal, accounting or other expert advisors that it determines necessary to carry out its duties.

Criteria for Nomination to the Board of Directors

The Nominating Committee will consider shareholder nominees that are submitted in accordance with the procedures and meet the qualifications as described in our Policies and Procedures for the Consideration of Board of Director Candidates available on our website. These policies and procedures include minimum qualifications for director nominees and the process for identifying and evaluating director nominees, including nominees submitted by our shareholders.

The Nominating Committee has a stated goal of selecting director nominees who:

•have high personal and professional integrity;

•have demonstrated a high level of business accomplishment, exceptional ability and judgment; and

•who will be effective in serving the long-term interests of NVR and our shareholders, and who otherwise meet the standards set forth in our Corporate Governance Guidelines.

In selecting director nominees, the Committee will assess the nominee’s independence status relative to the Company, and will consider the level of the nominee’s accomplishments and qualifications in the areas of skills, education, knowledge, perspective, broad business judgment and leadership, relevant industry or regulatory affairs knowledge, business creativity, strategy and vision, experience, age and diversity, all in the context of the perceived needs of the Board at that time.

Ideal candidates will have extensive executive leadership experience and will encourage and challenge our management team to operate the business in a manner that maximizes long term shareholder value and leads to high customer satisfaction, a diverse and inclusive workforce, a safe work environment for all employees, and sustainable communities.

Attributes that the Nominating Committee seeks to have represented on the Board include, but are not limited to, executive leadership experience, a high level of demonstrated accomplishment in their field, financial expertise, homebuilding/construction/real estate experience, public board experience, cybersecurity expertise, brand marketing expertise, mergers and acquisitions expertise, turnaround/restructuring experience, and government/regulatory expertise.

Proxy Access

Our Bylaws allow eligible shareholders to propose director nominees for inclusion in the proxy statement in addition to the nominees proposed by the Board. The proxy access bylaw permits shareholders owning 3% or more of our common stock for at least three years, to nominate up to 20% of our Board. The number of shareholders who may aggregate their shares to meet the 3% ownership threshold is limited to 20. The shareholder(s) and nominees(s) must also satisfy the other requirements in our Bylaws.

Executive Committee

The Executive Committee was established pursuant to our Bylaws to have such powers, authority and responsibilities as may be determined by a majority of our Board. The Executive Committee has never met, nor has our Board ever delegated any powers,

authority or responsibilities to the Executive Committee. Our Board intends to continue the practice of considering corporate matters outside the scope of our other existing Board committees at the full Board level.

Annual Board and Committee Evaluations

Annual Board Evaluations

The members of the Board conduct an annual evaluation to assess the Board's effectiveness and performance. The results are reviewed by the Board, which considers the results and any ways in which Board effectiveness may be enhanced.

Annual Committee Evaluations

The members of each committee conduct an annual evaluation to assess each committee's compliance with its charter, effectiveness and performance. The results are reviewed by the members of the applicable committee, which considers the results and any ways in which the committee's effectiveness may be enhanced.

Communications with the Board of Directors

Our Policies and Procedures Regarding Communications with the NVR, Inc. Board of Directors, the Independent Lead Director and the Non-Management Directors as a Group are available on our website.

Shareholders and other interested parties may contact an individual director by mail at the following address: 11700 Plaza America Drive, Suite 500, Reston, VA 20190. All mail received will be opened and screened by our management. We generally will not forward to directors a shareholder or interested party communication that is unrelated to the duties of the Board, including junk mail, mass mailings, customer complaints, surveys and business solicitation.

Role of Shareholder Engagement in Corporate Governance

We have an extensive history of conducting shareholder outreach. In recent years, our engagement with shareholders encompassed a variety of ESG-related topics including greenhouse gas emissions, diversity disclosures, executive officer and director compensation, our CEO transition and director tenure.

We value the feedback we receive from our shareholders and we consider such feedback in evaluating our corporate governance and compensation policies. We believe our proactive engagement with shareholders and our responsiveness to feedback in these key areas demonstrate our strong desire to align our sound corporate governance principles with the best interests of our shareholders.

Review, Approval or Ratification of Related Person Transactions

We have a policy that requires that all related person (as defined by Item 404(a) of Regulation S-K) transactions be considered, reviewed and approved or ratified by the disinterested, independent members of our Board, regardless of the type of transaction or amount involved. Under this policy, the related person must notify the Chief Financial Officer (“CFO”) of any proposed transaction with a related person. The CFO must seek approval of the disinterested, independent members of the Board for any related person transaction. The disinterested, independent directors must review the material facts before determining whether to approve or ratify the transaction. This requirement is set forth in Section 7.05 of our Bylaws, available on our website, Sections 1 and 4 of our Code of Ethics, available on our website, and our Human Resources Policies and Procedures and Financial Policies and Procedures.

There were no related person transactions during 2024 that met the disclosure requirements set forth in Item 404(a) of Regulation S-K.

Security Ownership of Certain Beneficial Owners and Management

The following tables set forth certain information as to the beneficial ownership of Common Stock by each person known by us to be the beneficial owner of more than 5% of the outstanding Common Stock as of the dates indicated, and by each director, director nominee and named executive officer and by all directors and executive officers as a group as of March 5, 2025. Except as otherwise indicated, all shares are owned directly and the owner has sole voting and investment power with respect thereto.

Certain Beneficial Owners


Name and Address of Holder	Number of Shares		Percent of Class
The Vanguard Group	352,425	(1)	11.9	%
100 Vanguard Blvd.
Malvern, PA 19355

BlackRock, Inc.	311,908	(2)	10.5	%
55 East 52nd Street
New York, NY 10055

(1)As reported within a Schedule 13G/A filed February 13, 2024, the entity has shared power to vote or direct the vote for 3,923 shares, sole power to dispose or direct the disposition of 339,160 shares and shared power to dispose or direct the disposition of 13,265 shares.

(2)As reported within a Schedule 13G/A filed September 10, 2024, the entity has sole power to vote or direct the vote for 289,006 shares and the sole power to dispose or direct the disposition of 311,908 shares.

Directors and Management


Name	Number of Shares		Vested Options Issued Under Equity Incentive Plans (1)	Percent of Class
Paul C. Saville	170,769	(2)	56,874	5.6%
C. E. Andrews	1,972		1,143	*
Sallie B. Bailey	857		757	*
Thomas D. Eckert	550		—	*
Alfred E. Festa	1,316		1,143	*
Alexandra A. Jung	1,398		1,273	*
Mel Martinez	459		268	*
David A. Preiser	632		393	*
W. Grady Rosier	2,735		1,143	*
Susan Williamson Ross	2,512		2,126	*
Eugene J. Bredow	19,666	(3)	16,774	*
Daniel D. Malzahn	33,900	(4)	18,662	1.1%
Matthew B. Kelpy	1,365	(5)	1,100	*
All directors, director nominees and executive officers as a group (13 persons)	238,131		101,656	7.8%

* Less than 1%.

(1)These amounts are included in the Number of Shares.

(2)Includes 3,259 vested shares held by the NVR, Inc. Employee Stock Ownership Plan in trust, 4,553 shares held as a discretionary investment in the NVR, Inc. Profit Sharing Plan and 105,883 vested shares held in a Deferred Compensation Rabbi Trust. Excludes 777 shares held in a Deferred Compensation Plan which are not distributable until six months subsequent to separation of service.

(3)Includes 164 vested shares held by the NVR, Inc. Employee Stock Ownership Plan in trust and 500 shares held in a trust for the benefit of his adult children.

(4)Includes 1,037 vested shares held by the NVR, Inc. Employee Stock Ownership Plan in trust and 372 shares held as a discretionary investment in the NVR, Inc. Profit Sharing Plan.

(5)Includes 24 vested shares held by the NVR, Inc. Employee Stock Ownership Plan in trust and 33 shares held as a discretionary investment in the NVR, Inc. Profit Sharing Plan.

THE FOLLOWING REPORT OF THE AUDIT COMMITTEE SHALL NOT BE DEEMED TO BE “SOLICITING MATERIAL” OR TO BE “FILED” WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934 OR INCORPORATED BY REFERENCE IN ANY DOCUMENT SO FILED.

Report of the Audit Committee

Our management has primary responsibility for preparing our financial statements and establishing financial reporting systems and internal controls. Management also has the responsibility of reporting on the effectiveness of our internal control over financial reporting. Our independent external auditor, KPMG LLP, is responsible for expressing opinions on the conformity of our audited financial statements with accounting principles generally accepted in the United States of America and on the effectiveness of our internal control over financial reporting. In this context, the Audit Committee hereby reports as follows:

1.The Audit Committee has reviewed and discussed the audited financial statements and management’s assessment of the effectiveness of our internal control over financial reporting with management, and reviewed and discussed KPMG LLP’s audit opinions with KPMG LLP;

2.The Audit Committee has discussed with KPMG LLP the matters required to be discussed under the applicable rules adopted by the Public Company Accounting Oversight Board (“PCAOB”) and the SEC;

3.The Audit Committee has received the written disclosures from KPMG LLP required by the applicable requirements of the PCAOB regarding KPMG LLP’s communications with the Audit Committee concerning independence, and has discussed with KPMG LLP its independence; and

4.Based on the reviews and discussions referred to in paragraphs (1) through (3) above, the Audit Committee recommended to the Board, and the Board has approved, that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, for filing with the SEC.

The undersigned, constituting all of the members of the Audit Committee, have submitted this report to the Board of Directors.

C.E. Andrews (Chair), Sallie B. Bailey, Alfred E. Festa and Alexandra A. Jung

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis ("CD&A") describes our executive compensation philosophy and program for our named executive officers in 2024. Our "homebuilding peer group" referred to throughout this CD&A is defined later in the "Compensation Determination Process" section.

Executive Summary

Homebuilding is a cyclical business with long project life cycles. As such, our executive compensation program is structured to focus our executives on long-term performance, not short-term quarterly or annual performance. Key features of our compensation program include:

Compensation designed for the business. The key principle of our compensation philosophy is pay for performance, and our executive compensation program is designed to focus our executives on long-term total shareholder return ("TSR"). Our program is a significant tool in long-term retention of our executive officers and key employees. Our program isn’t structured like most other companies, and we believe that is a significant competitive advantage.

Compensation program is shareholder aligned. We have structured our program to create long-term alignment with our shareholders through moderate cash compensation, significant long-term equity incentives in the form of stock options and robust stock ownership requirements. By issuing stock options rather than restricted stock units, the executives realize no value unless the stock price increases between the grant date and the vesting date. We believe this provides 100% alignment with our shareholders, as 100% of our long-term equity compensation is tied to TSR.

Consistent compensation philosophy. For 30 years, our compensation philosophy has remained consistent and has focused our management team on long term TSR. Our performance clearly demonstrates the success of our compensation practices, with a 30 year TSR of 148,607%, compared to the S&P 500 Index TSR of 2,137% during that period.

Executive compensation program is simple in design. The compensation program for our executive officers includes three components: base salary, annual performance-based cash bonus, and long-term equity-based compensation tied to TSR. Our annual performance-based cash bonus is limited to a maximum of 100% of base salary. No other company among our homebuilding peer group limits their annual bonus opportunity to 100% of base salary for the Executive Chairman, CEO or CFO. As a result, our target total cash compensation is below the 25th percentile of our homebuilding peer group.

Executive compensation is lower than the average of our homebuilding peer group. Although we have some of the strongest financial results in our homebuilding peer group, the total compensation for our Executive Chairman and CEO is below the 25th percentile of our homebuilding peer group.

Long-term equity compensation is tied to TSR. Our use of stock options with long-term vesting results in 100% of our equity compensation being at risk and tied to long-term TSR. We have the highest percentage of compensation tied to TSR among the homebuilding peer group.

No perquisites. We do not provide perquisites to our executive officers.

Independent compensation consultant. Our Compensation Committee utilizes an independent compensation consultant in evaluating the targeted annual compensation for our named executive officers.

Annual incentives in 2024 were paid at 97% of target. We significantly exceeded our target for pre-tax profit (80% of the incentive opportunity) but did not achieve our target number of new orders net of cancellations (20% of the incentive opportunity). Our executive officers earned 97% of their maximum annual bonus, which is capped at 100% of base salary.

No equity grants to named executive officers in 2024. Consistent with our past practice of making periodic rather than annual equity grants, we did not grant equity to our named executive officers in 2024. We do not expect to grant any additional equity to our named executive officers until 2026, except for promotions and new hires.

We continue to seek feedback from shareholders. Members of our board and management team seek to engage with shareholders each year on a variety of topics, including executive compensation.

Our Executives

Our named executive officers for 2024 were:

Name

Age

Title

Paul C. Saville

Executive Chairman of the Board

Eugene J. Bredow

President and Chief Executive Officer

Daniel D. Malzahn

Senior Vice President, Chief Financial Officer and Treasurer

Matthew B. Kelpy

Vice President and Chief Accounting Officer

Paul C. Saville was elected to the Board of Directors effective May 4, 2022, and the Board appointed Mr. Saville to serve as Executive Chairman of the Board. Mr. Saville served as President and Chief Executive Officer of NVR from July 1, 2005 until May 3, 2022. Mr. Saville has been employed by NVR since 1981.

Eugene J. Bredow has been President and Chief Executive Officer since May 4, 2022. Mr. Bredow served as President of NVR Mortgage from April 1, 2019 to May 3, 2022. Mr. Bredow served as Senior Vice President and Chief Administrative Officer of NVR from March 1, 2018 through March 31, 2019. Mr. Bredow served as Chief Accounting Officer from February 2016 until March 1, 2018. Mr. Bredow has been employed by NVR since 2004.

Daniel D. Malzahn has been Senior Vice President since February 2016, and continues to serve as Chief Financial Officer and Treasurer of NVR, roles he has occupied since February 20, 2013. Mr. Malzahn has been employed by NVR since 1994.

Matthew B. Kelpy has been Chief Accounting Officer of NVR since March 1, 2018 and continues to serve as Vice President and Controller, roles he has occupied since joining NVR in 2017.

Roles and Responsibilities of our Executive Chairman and CEO

The following table summarizes the key roles and responsibilities of our Executive Chairman and our CEO.


Paul C. Saville, Executive Chairman			Eugene J. Bredow, CEO
Primary responsibilities include:			Primary responsibilities include:
--providing strategic direction for the Company;			--leading the day-to-day implementation of our strategy;
--providing perspective and direction to Mr. Bredow; and			--responsibility for oversight and financial performance of our operations; and
--leading the Board in overseeing key risk areas.			--direct oversight of the CFO and the leaders of the Company's key operating functions.

Company Performance Overview

Our 2024 financial results reflect the strength of our business model and our focus on increasing shareholder value (all comparisons are to our 2023 financial results):

•New Orders increased 4%;

•Net income and EPS increased 6% and 9% in 2024, respectively, ending the year at $1.7 billion and $506.69, respectively;

•Gross margin remained strong at 23.7% compared to 24.3% in 2023;

•We delivered 17% TSR to our investors in 2024; and

•We returned approximately $2.1 billion of cash to our shareholders during 2024 through repurchases of approximately 257,000 shares of Common Stock, which represented approximately 8% of our shares outstanding as of December 31, 2023.

Our business philosophy has been to develop and operate a business model to maximize long-term shareholder value in a cyclical industry. Our goal is to deliver industry leading rates of return and growth in earnings per share. We have led the homebuilding peer group in return on capital and return on pre-tax revenue as demonstrated by the following financial returns as of December 31, 2024:

1 Year

Rank vs Peers

5 Years

Rank vs Peers

10 Years

Rank vs Peers

Average Annual Return on Capital

31%

1st

30%

1st

28%

1st

Average Annual Return on Equity

39%

2nd

41%

1st

40%

1st

Average Annual Pre-tax Return on Revenue

20%

2nd

19%

2nd

16%

2nd

On a 20-year basis, our TSR of 963% was the highest in the homebuilding peer group and over four times the 220% TSR for the Dow Jones US Homebuilder Index, as illustrated below. Taylor Morrison is not included in the 20 year TSR table as their IPO was completed in 2013.

On a 10-year basis, our TSR of 541% was highest in the homebuilding peer group and exceeded the 383% TSR for the Dow Jones US Homebuilder Index as illustrated below.

We believe our strong long-term results relative to our homebuilding peer group are due to:

•Our business model and strategy, which is designed to limit risk and maximize returns on capital in a cyclical industry;

•Our highly skilled, long-tenured and motivated management team that is extremely disciplined in executing our more capital efficient business model; and

•100% of our long-term equity compensation being tied to TSR.

Additionally, these key aspects of our strategy are well ingrained in our corporate culture, which includes:

•Strong alignment between management incentives (at all levels, not just executive officers) and long-term TSR;

•Stability and long-term retention of our management team; and

•Generation of cash flow through all points in the homebuilding cycle.

Compensation Policies and Practices

Our compensation program is designed to provide appropriate performance-based incentives to ensure alignment with our shareholders and to avoid compensation practices that do not promote the interests of our shareholders.

What We Do

•Pay for Performance - We tie pay to performance by making the majority of compensation “at risk” and linking it to shareholders’ interests. 70% of total executive officer compensation is tied to maximizing long-term TSR, which is the highest proportion among our homebuilding peer group.

•Total Compensation - Although we have some of the strongest financial results in our homebuilding peer group, the total compensation for both our Executive Chairman and CEO is below the 25th percentile of our homebuilding peer group.

•Annual Bonuses - Our annual bonuses are performance-based and limited to a maximum of 100% of base salary. We are the only company among our homebuilding peer group with such a cap. As a result, our target total cash compensation is below the 25th percentile of our homebuilding peer group.

•Long-Term Equity-Based Compensation - 100% of our named executive officers’ equity-based compensation is in the form of stock options with long-term vesting, resulting in 100% of our equity compensation being at-risk and tied to TSR. 50% of our stock option grants are subject to attainment of a return on capital performance condition, and there is no opportunity to earn more than 100% of the target number of options granted, even if our return on capital significantly outperforms the peer group.

•Periodic Equity Grants - We make periodic, not annual, grants of long-term stock options. Our last periodic grant was made in 2022.

•Stock Options at Market Price - We only grant stock options with an exercise price equal to 100% of the fair market value of our stock on the grant date.

•Share Ownership Requirements - We have robust NVR share ownership requirements.

•Double Trigger Change in Control Provisions - Our equity agreements and employment agreements include double trigger change in control provisions for post-employment benefits and equity awards.

•Equity Clawback Provision and Compensation Recovery Policy - Our equity agreements have a clawback provision, and we have a compensation recovery policy covering incentive compensation to our executive officers that emphasizes integrity and accountability in financial reporting.

•Non-Competition Provision - Our equity agreements and employment agreements have a non-competition provision.

•Share Repurchase Program - We mitigate the potential dilutive effect of equity awards through our robust share repurchase program.

•Independent Compensation Consultant - Our Compensation Committee utilizes an independent compensation consultant.

What We Don’t Do

•Discretionary Cash Awards - We do not award any discretionary cash compensation.

•Reprice Stock Options - We do not reprice stock options.

•Below Market Stock Options - We do not grant stock options having an exercise price below 100% of fair market value.

•Evergreen Provisions - Our equity plans do not have evergreen provisions.

•Hedging and Pledging - We do not permit short sales, hedging or pledging of NVR stock by named executive officers or directors.

•Excise Tax Gross-Ups - We do not provide any excise tax gross-ups.

•Perquisites - We do not provide perquisites.

•Supplemental Executive Benefits - We do not provide defined benefit or supplemental executive retirement, health or insurance plans.

•Accelerate Vesting of Equity - We do not accelerate vesting of equity granted to our executive officers in the event of termination of employment, except in certain change in control instances (described further in the "Change of Control and Post-Employment Payments" section below).

•Vesting of Equity Post-Termination - We do not permit our executive officers to continue to vest in their equity awards post-termination.

Say on Pay Results

In 2024, 95% of the shares voted were cast in favor of the 2023 compensation of our named executive officers. While the vote is advisory in nature, the Compensation Committee views the vote as confirmation that our shareholders generally believe that the compensation of our named executive officers is appropriately aligned with their performance and NVR's financial performance as well as the interests of our shareholders.

Compensation Philosophy and Objectives

•Motivate and retain highly qualified and experienced executives;

•Provide performance-based incentives; and

•Strongly align our compensation practices with long-term creation of shareholder value.

We have structured our executive compensation to create long-term alignment with our shareholders through the following:

•Moderate target cash compensation;

•Annual cash incentive bonus limited to a maximum of 100% of base salary;

•Significant long-term equity incentives;

•Use of stock options, which creates maximum alignment with shareholders and results in 100% of equity compensation being "at risk" and tied to TSR; and

•Robust NVR share ownership requirements.

Our compensation philosophy has been consistent for 30 years.

The compensation program for our named executive officers includes the following three components:


Compensation Component	Type of Pay	Key Characteristics	Purpose
Base Salary	Fixed	Annual adjustments based on individual performance and relative to peer group market salaries, effective April 1st of each year.	Attracts, retains and rewards our named executive officers by providing a fixed source of income to reward experience, skills and performance relative to the market value of the position.
Annual Cash Bonus	Performance	Maximum opportunity is limited to a maximum of 100% of base salary, based on NVR's performance against pre-established performance goals.	Aligns the named executive officers with shareholders by focusing the named executive officers on the attainment of annual goals that we believe are necessary to achieve our five-year business plan.
Long-Term Equity-Based Compensation	Performance	Issued periodically, not annually. Issued as stock options, with 50% of the grant subject to a three year performance period. Options vest 25% at the end of each of years 3, 4, 5 and 6 following the grant date. For example, the May 2022 periodic grant vests 25% on each of December 31, 2024, 2025, 2026 and 2027.	Aligns the named executive officers with shareholders by tying 100% of equity compensation to long-term TSR. Increases retention by providing the opportunity for wealth creation through the long vesting period. Also, protects our interests through a non-competition provision in the equity grant agreements.

We prefer the use of stock options with long-term vesting (instead of restricted share units) for the following reasons:

•We believe stock options with long-term vesting align the long-term interests of our named executive officers with our shareholders by tying equity compensation to long-term TSR;

•We believe stock options are inherently performance-based since the recipient does not realize value unless the stock price appreciates above the grant price; and

•Since the stock price must increase between grant date and vesting date and 50% of the vesting for our stock option grants are subject to NVR's return on capital performance, 100% of our performance-based equity is "at risk."

If the stock price decreases between the grant date and vesting date, our named executive officers would still realize value if we issued restricted share units. By issuing stock options, the executives receive no value unless the stock price increases between the grant date and the vesting date. We believe this provides 100% alignment with our shareholders.

Compensation Determination Process

Roles of Our Executive Chairman and CEO

Mr. Saville makes recommendations to the Compensation Committee with respect to the amount of each component of compensation paid to Mr. Bredow. Mr. Bredow makes these recommendations for the other executive officers. These recommendations are partially based on compensation information for comparable positions within our homebuilding peer group (defined below), internal comparisons and their assessment of each officer’s overall performance during the prior year. Mr. Saville and Mr. Bredow provide written materials supporting these recommendations for review at Compensation Committee meetings, and also attend those meetings at the Committee’s request. Typically, these executives attend all regularly-scheduled Compensation Committee meetings, but they are excused as appropriate, including for discussions regarding their own compensation.

Role of Our Board, Including the Executive Chairman of the Board

The Compensation Committee considers the following when determining the compensation paid to Mr. Saville and Mr. Bredow:

•Compensation information for executive chairs and chief executive officers in our homebuilding peer group and our relative percentile ranking;

•Our financial and operating performance compared to information publicly available on our industry peers;

•Our overall financial strength;

•Mr. Saville's and Mr. Bredow's performance during the year;

•Their overall experience and tenure in their respective positions; and

•For Mr. Bredow, the recommendation from Mr. Saville.

Mr. Saville and Mr. Bredow are not present during discussion or voting by the Compensation Committee regarding each of their respective compensation elements. The Compensation Committee has the final authority to determine the compensation of our named executive officers, and exercises such authority regardless of what recommendations are made or information is provided by Mr. Saville or Mr. Bredow.

Role of Compensation Consultant

In 2024, the Compensation Committee engaged Aon Consulting to assist the Compensation Committee in evaluating the targeted annual compensation for our named executive officers. Aon Consulting’s analysis included a comparative analysis of the named executive officer base pay, annual incentive opportunities and long-term incentive compensation. The Compensation Committee assessed the independence of Aon Consulting pursuant to SEC and NYSE rules and concluded that no conflict of interest exists that would impair Aon Consulting’s independence.

Homebuilding Peer Group

We use a peer group of our major public-company homebuilding peers when analyzing the compensation of our named executive officers. The companies in the peer group were selected based on being national homebuilding companies and their annual revenues. The peer group is comprised of the following companies (the “homebuilding peer group”):


D. R. Horton, Inc.			Meritage Homes Corporation
KB Home			PulteGroup, Inc.
Lennar Corporation			Taylor Morrison Home Corporation
Toll Brothers, Inc.

Due to its acquisition by Sekisui House in 2024, MDC Holdings, Inc. is no longer a stand-alone public company and thus is no longer part of the homebuilding peer group.

Determining the Size of Equity Awards

When issuing periodic block grants under our equity plans to our named executive officers, the Compensation Committee, with assistance from Aon Consulting, determines the amount of the awards as follows:

•The Compensation Committee establishes a dollar value of the total targeted annual compensation to be awarded by position;

•After determining the salary and maximum annual bonus opportunity components for a particular year, these amounts are subtracted from the total targeted compensation for that year to derive the fair value that we want to transfer to the executive in the form of an equity award for the year;

•When making a block grant to cover multiple years, we multiply the equity award value for a single year by the number of years that the block grant covers to determine the total value of the block grant; and

•On the date of grant, we divide that total equity award fair value dollar amount by the per share fair value, calculated using the Black-Scholes option pricing model, to determine the number of stock options to award.

Although we consider this approach to sizing equity awards to be a reasoned approach based on a widely accepted option-pricing model, the ultimate value of an equity award is determined only when it is exercised or vests, as applicable. We do not consider realized or realizable gains from prior equity grants when setting new grant amounts. We do not believe that it is a fair practice to offset current compensation by realized or unrealized equity gains several years after the equity has been issued. Depending on our future stock price, any equity grant ultimately may be worthless, or conversely, worth much more than the fair value initially estimated. Gains in excess of our initial estimate mean that similar gains were realized by all holders of our Common Stock over the same time period. We believe that limiting potential upside on equity gains does not provide an appropriate incentive for our named executive officers when focusing on long-term results, as our compensation philosophy dictates.

Elements of Compensation

Approximately 85% of compensation is at risk for our named executive officers:

Base Salary

In 2024, the Compensation Committee took the following actions regarding the base salaries of the named executive officers:

•Mr. Saville’s base salary was increased by 5.5%, from $2,275,000 to $2,400,000 effective April 1, 2024. In making the decision to increase Mr. Saville's base salary, the Compensation Committee reviewed competitive market data for Executive Chairs in the homebuilding peer group and considered Mr. Saville's active role providing strategic direction as Executive Chairman and his important role during Mr. Bredow's development. Following the salary increase, Mr. Saville's total target cash compensation was below the 25th percentile of Executive Chairs within the homebuilding peer group.

•Mr. Bredow's base salary was increased by 38.9% from $900,000 to $1,250,000 effective April 1, 2024. In making the decision to increase Mr. Bredow's base salary, the Compensation Committee considered the recommendation of Mr. Saville, Mr. Bredow's performance as a new CEO and competitive market data for the CEOs in the homebuilding peer

group. Following the salary increase, Mr. Bredow's total target cash compensation was below the 25th percentile of CEOs within the homebuilding peer group.

•Upon the recommendation of Mr. Bredow, the Compensation Committee increased the base salaries for the remaining named executive officers effective April 1, 2024. Mr. Bredow’s recommendations were based on the job performance of each named executive officer and consideration of competitive market data for comparable roles within the homebuilding peer group. Following the salary increase, Mr. Malzahn's total target cash compensation was below the 25th percentile of CFOs within the homebuilding peer group.

Annual base salaries for 2023 and 2024 for the named executive officers were as follows:


	2023 Salary		2024 Salary
Paul C. Saville	$	2,275,000	$	2,400,000
Eugene J. Bredow	$	900,000	$	1,250,000
Daniel D. Malzahn	$	688,000	$	730,000
Matthew B. Kelpy	$	378,000	$	396,900

Annual Cash Bonus

General

The objective of the annual cash bonus is to focus the named executive officers on the attainment of annual goals that we believe are necessary to achieve our five-year business plan. These annual goals are consistent with the current year's portion of our five-year business plan. The annual incentive is based 100% on NVR's performance. The named executive officers’ annual incentive opportunity is limited to a maximum of 100% of base salary, regardless of whether the goals are exceeded, consistent with our overall compensation philosophy of limiting short-term cash compensation in favor of equity-based long-term incentive opportunities. Thus, the maximum amount of bonus is earned once the preset performance targets based on the annual business plan are attained. The annual bonus is payable in cash.

We are the only company among our homebuilding peer group to limit the annual cash bonus to 100% of base salary for Executive Chairs, CEOs and CFOs.

The Compensation Committee has never exercised discretion to award bonuses in amounts higher than the amount calculated by our actual results relative to the preset performance target and attainment ranges.

2024 Annual Bonus

For 2024, the Compensation Committee maintained the same annual bonus performance metrics used in 2023 for our named executive officers. The annual bonus opportunity in 2024 for the named executive officers was weighted based 80% upon our consolidated pre-tax profit (before consolidated annual bonus and stock-based compensation expense but after all other charges) and 20% on the number of new orders (net of cancellations) that we generated compared to our 2024 annual business plan. We believe that these measures provide a proper balance of focusing on current profitability while providing for longer-term growth.

The named executive officers were to begin earning the consolidated pre-tax profit portion of their annual bonus award once the annual business plan was at least 80% attained (the “threshold”). The full amount of the consolidated pre-tax profit portion of their annual bonus award was to be earned ratably from 80% up to 100% achievement of the annual business plan. They were to begin earning the new orders portion of their annual bonus award once the annual business plan was at least 85% attained. The full amount of the new orders portion of their annual bonus award was to be earned ratably from 85% up to 100% achievement of the annual business plan.

The following is a summary of the specific performance targets established under the 2024 annual bonus plan and the actual results:


Performance Measure	Threshold		Target and Maximum		Actual		Maximum Bonus Opportunity	Percentage of Maximum Bonus Opportunity Earned
Consolidated Pre-Tax Profit (in thousands)	$	1,658,441	$	2,073,051	$	2,299,410	80%	100%
New Orders (net of cancellations)	19,550		23,000		22,560		20%	87%
Percentage of Bonus Opportunity Earned								97%

Under our annual bonus plan, the target bonus amount is the same as the maximum bonus amount. Based on our 2024 results, each of our named executive officers earned 97% of their maximum bonus opportunity of 100% of base salary.

Equity-Based Compensation

2024 Equity Grant Activity

During 2024, we did not issue any periodic equity-based compensation to our executive officers. Our continuing approach is to consider issuing periodic equity grants instead of annual grants. While we recognize that annual grants are more common, this practice has served us well in motivating and retaining key executives and managers. We do not expect to grant any additional options to our executive officers until 2026, except for promotions and new hires.

Update of 2022 Performance-Based Equity Grants

In May 2022, we issued a block grant of stock options to our named executive officers and other key managers. The stock options vest in 25% increments on each of December 31, 2024, 2025, 2026 and 2027. 50% of the stock options granted vest based solely on continued employment. The other 50% of the stock options are performance-based and vest based on continued employment and NVR’s return on capital performance during the years 2022 through 2024 relative to the peer group. The following are the relevant details of the performance metric:


How is Return on Capital calculated?						Average Annual ((Pre-Tax Income +Homebuilding Interest Expense (period expense and in cost of sales))-Taxes at 26%) Average Quarterly (Homebuilding Debt (including working capital borrowings) + Shareholders Equity)

Who is the Peer Group?						Beazer Homes USA, Inc.; D. R. Horton, Inc.; Hovnanian Enterprises, Inc.; KB Home; Lennar Corporation; Meritage Homes Corporation; M/I Homes, Inc.; PulteGroup, Inc.; Taylor Morrison Home Corporation; TRI Pointe Group, Inc.; and Toll Brothers, Inc. Each member must be a stand-alone public company during the entire measurement period. Due to its acquisition by Sekisui House in 2024, MDC Holdings, Inc. is no longer a stand-alone public company and thus has been excluded from the Peer Group.

What is the measurement period?						Fiscal Years 2022-2024

How is the award earned?						Award is earned ratably from the Threshold to the Target.

What is the Threshold?						50th percentile of the peer group (award is 50% of the options granted)

What is the Target?						75th percentile of the peer group (award is 100% of the options granted)

What is the Maximum?						Same as the Target. There is no opportunity to earn more than 100% of the number of options granted.

The following table illustrates the performance metric target calculation:


Rank	Builder
1	Builder #1
2	Builder #2
2.75		Target-100% Earned
3	Builder #3
4	Builder #4
5	Builder #5
5.5		Threshold-50% Earned
6	Builder #6
7	Builder #7
8	Builder #8
9	Builder #9
10	Builder #10
11	Builder #11

For the 2022-2024 measurement period, our average return on capital of 33.1% was the highest in the peer group. Thus, the performance metric was fully achieved and 100% of the performance-based stock options are subject to vest based on continued employment for Messrs. Saville, Malzahn, Bredow and Kelpy.

Equity Plan Features

We do not have a formal policy regarding the timing of equity issuance. Our longstanding historical practice has been to issue periodic equity grants every four years in May. These grants have historically occurred after the filing of our first quarter 10-Q in an open trading window under our insider trading policy. In an open trading window, we have determined that there is no material nonpublic information available to our executive officers or Board members. This determination is communicated to our Board members each quarter. The Compensation Committee has not granted, nor does it intend to grant, equity awards in anticipation of the release of material nonpublic information. Similarly, we have not timed, nor do we intend to time, the release of material nonpublic information based on equity award grant dates.

Our equity plans reflect the following corporate governance best practices:

•No evergreen provisions;

•No re-pricing of stock options without shareholder approval (NVR has never repriced options);

•No discounted stock options;

•No reload features;

•Double trigger change of control provision in the equity agreements for the accelerated vesting of equity;

•No accelerated vesting of equity upon termination of employment (other than as described above); and

•No continued vesting of equity post-termination.

Clawback/Forfeiture

Under the terms of the equity agreements, we may recapture from our named executive officers gains from stock option exercises if we are required to prepare an accounting restatement due to material noncompliance, as a result of misconduct, with any financial reporting requirement under the securities laws. A named executive officer must reimburse us for any gains during the 12 month period following the first public filing with the SEC that contained such material noncompliance. The named executive officer must have knowingly engaged in the misconduct, been grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or been grossly negligent in failing to prevent the misconduct.

Under the terms of our compensation recovery policy, subject to certain exceptions, reasonably promptly following an accounting restatement, we shall recover incentive compensation earned by our executive officers that exceeds the amount of incentive compensation that would have been earned by our executive officers after taking into account the accounting restatement. This compensation recovery policy applies to our annual cash bonus and our performance-based equity awards.

Stock Ownership Guidelines

We have adopted robust stock ownership guidelines to strengthen long-term alignment between our executive officers (and other members of senior management) and our shareholders. These guidelines require the executive officers to acquire and continuously hold shares with a total fair market value ranging from four to eight times their annual base salaries depending on position. The multiple of salary that our executive officers are required to hold in shares of stock is higher than many other companies. These guidelines are subject to transition provisions discussed further below.

The stock ownership requirement for each of our named executive officers as of December 31, 2024 was as follows:


Name	Base Salary		Factor	Dollar Holding Requirement
Paul C. Saville	$	2,400,000	8	$	19,200,000
Eugene J. Bredow	$	1,250,000	8	$	10,000,000
Daniel D. Malzahn	$	730,000	6	$	4,380,000
Matthew B. Kelpy	$	396,900	4	$	1,587,600

Only those shares owned by the named executive officer in their personal accounts, the NVR Profit Sharing Trust, the NVR Employee Stock Ownership Plan, and the Deferred Compensation Plan count towards the stock ownership requirement.

All of the executive officers are currently in compliance with our stock ownership guidelines.

Transition Provisions

Under our stock ownership guidelines, any executive officer who does not meet the requirement must retain 100% of the net common stock received upon vesting of restricted share units, and 50% of the net common stock received from option exercises until the stock ownership requirement is attained. “Net common stock received” means the common stock received after the payment of the exercise price, if any, and the taxes withheld related to the option exercise or restricted share unit vesting.

Trading of NVR Stock

Our Board has adopted an insider trading policy that prohibits all employees and directors from executing any transaction in our securities while in possession of material nonpublic information about the Company. We have a robust pre-clearance process; whereby each executive officer and director must obtain written pre-clearance from our Chief Accounting Officer before executing any transaction in our stock during open trading windows.

Our insider trading policy also contains provisions that prohibit directors, executive officers and members of senior management from pledging our equity securities or hedging our equity securities in any way, including through covered calls, collars, or other types of derivative securities. Directors and executive officers also are prohibited from engaging in short sales of our securities.

Personal Benefits

Our named executive officers are entitled to and eligible only for the same personal benefits for which all of our employees are eligible.

Deferred Compensation Arrangements

We have two deferred compensation plans that:

•Encourage ownership of our Common Stock in furtherance of our compensation philosophy;

•Enable our named executive officers, and other members of management, to acquire shares of our Common Stock on a pre-tax basis in order to more quickly meet, and maintain compliance with, the stock ownership requirements described above; and

•Established a vehicle whereby, prior to the enactment of the Tax Cuts and Jobs Act in December 2017, named executive officers could defer the receipt of salary and bonus that otherwise would have been nondeductible for company tax purposes into a period where we would realize a tax deduction for the amounts paid (see Tax Deductibility of Compensation discussion below).

Our deferred compensation plans are structured as follows:

•Amounts deferred are invested in a fixed number of shares of our Common Stock, which is purchased on the open market at fair market value;

•We own the shares of Common Stock in a Rabbi Trust, which makes payment of our obligations under the deferred compensation plans risk-free for NVR – the cost of the plans does not increase as the value of the Common Stock increases;

•Our Common Stock is the only investment choice;

•All amounts placed in the deferred compensation plan are amounts already earned by the named executive officer;

•We do not make employer contributions to the deferred compensation accounts;

•Earnings on deferred amounts solely represent the change in the market value of the shares of our Common Stock held in the account;

•We do not provide for a minimum return or guarantee a minimum payout amount;

•Amounts deferred are “at risk” investments for the named executive officer; and

•Amounts deferred cannot be distributed to the named executive officer until the named executive officer’s termination of service or, under one of the two plans, six months after termination.

The structure of our deferred compensation plans results in certain of our named executive officers holding Common Stock significantly in excess of the ownership requirement since our Common Stock is the only investment choice and shares held in the deferred compensation plans are not eligible for distribution until the named executive officer’s employment terminates.

The market value of our named executive officers’ deferred compensation accounts is not considered when setting their current compensation. The Compensation Committee reached this conclusion after considering the following points:

•The compensation deferred was reviewed and analyzed based on the above-described compensation philosophy and policies at the time the compensation was earned in prior years and was fully earned at that time;

•If the executive officer had elected to receive a payout of the compensation at the time it was earned rather than electing the deferral, we would not have any knowledge of, and therefore would not consider, the executive officer’s investment experience related to that compensation when considering the amount by which we should compensate the executive officer in the current year;

•The change in the deferred compensation balance is solely attributable to the change in the market value of our Common Stock since the dates of deferral;

•We do not consider shares of Common Stock owned by an executive officer outside of the deferred compensation plans when setting current compensation; and

•If the amounts had been paid to the executive officer when earned and not deferred until separation of service, we would have lost a substantial tax benefit that we will now expect to receive as a result of the deferral.

Thus, we do not believe it is appropriate to consider the value of an executive officer’s deferred compensation account in making current compensation decisions. See the 2024 Non-Qualified Deferred Compensation Table and accompanying narrative below for additional information on our deferred compensation plans.

Change of Control and Post-Employment Payments

Messrs. Saville, Bredow and Malzahn are each party to an employment agreement with us pursuant to which the officer is entitled to post-employment payments upon certain termination events, including termination following a change in control. We have not entered into an employment agreement with Mr. Kelpy. Accordingly, he is employed on an at-will basis and is not entitled to post-employment benefits upon termination, other than rights contained in his equity agreements. Generally, we do not believe that we should pay our named executive officers, or any other employee, any incremental compensation upon termination when the termination is either by choice or due to conduct that is potentially detrimental to NVR. Thus, we do not provide any of our named executive officers any incremental post-employment benefits, other than any amounts already earned and accrued at the date of termination, if the termination is voluntary (unless due to a change in control of NVR, retirement or “with good reason”) or for “Cause.”

We do not provide tax “gross ups” to our named executive officers in connection with any change in control or post-employment payment.

Change of Control Provisions

The change of control provision in each applicable named executive officer’s equity agreement or employment agreement for the payment of the post-employment benefit is a double trigger, meaning that the change of control must be coupled with the officer’s termination from service within a certain period of time after the change of control to trigger a payment or accelerated right. A double trigger for the post-employment benefit payment was selected because, unless the named executive officer’s employment is terminated after the change in control, the acquiring entity will continue to pay the named executive officer's salary and annual bonus. See the Narrative Disclosures of Termination and Change of Control Payments discussion below for additional information on these post-employment payments.

The change of control provisions in the deferred compensation plans are single trigger, meaning that the change of control event alone triggers either a payment or an acceleration of certain rights. This reflects our intent that the named executive officers have the ability to vote those shares upon any proposed transaction since the amounts are already vested, and to ensure that the named executive officers receive deferred compensation they earned prior to the change of control. See the Narrative Disclosures of Termination and Change of Control Payments discussion below for additional information on these post-employment payments.

Payments Upon Death, Disability, Retirement and Other Employment Terminations

Each of the employment agreements provides for a post-employment benefit of two months’ salary and two months’ pro-rated annual bonus upon the named executive officer’s death or disability. This amount reflects what we believe to be a modest transition for the executive or the executive's family for events that are sudden and beyond the executive’s control.

We provide a post-employment benefit of 100% of annual base salary and any accrued pro-rated annual bonus (to the extent that performance targets are achieved for that year) upon the named executive officer's retirement. We consider the 100%

payment a reward for length of service given that we do not provide our executives defined benefit or supplemental executive retirement plans.

With respect to a termination without cause, voluntary termination with good reason or voluntary termination within one year after a change in control (requires a change in control and a material diminution in authority, duties or responsibilities), we provide Messrs. Saville and Bredow a post-employment benefit of 200% of base salary and any accrued pro-rated annual bonus (assuming that 100% of the target bonus would have been paid for that year). For Mr. Malzahn, we provide a post-employment benefit of 100% of base salary and any accrued pro-rated annual bonus (assuming that 100% of the target bonus would have been paid for that year) for termination without cause, voluntary termination with good reason or voluntary termination within one year after a change in control (requires a change in control and a material diminution in authority, duties or responsibilities). These amounts reflect our belief that it is difficult for executive officers to find comparable employment opportunities in a short period of time, particularly after experiencing a termination that was beyond their control.

Management of Compensation-Related Risk

We have designed our compensation program to avoid excessive risk-taking by placing the majority of our named executive officers’ compensation opportunity in periodic grants of equity with long-term vesting, limiting the annual bonus opportunity to 100% of base salary and having significant stock ownership requirements for our named executive officers. We do not believe any of our compensation programs create risks that are reasonably likely to have a material adverse impact on NVR.

Tax Deductibility of Compensation

Through December 31, 2017, Section 162(m) of the Internal Revenue Code limited the corporate deduction for compensation paid to the named executive officers (other than our CFO) to $1 million unless such compensation qualified as “performance-based compensation.” Among other things, Section 162(m) required approval of the performance-based compensation by our shareholders. The Compensation Committee takes the deductibility of compensation into consideration but it does not limit the design of its compensation plans to strictly fall within the definition of performance-based compensation. All of our stock option plans with outstanding options at the time were designed to enable all stock option awards to qualify as “performance-based” under Section 162(m).

In December 2017, the Tax Cuts and Jobs Act (the "Act") was enacted. The Act eliminated the "performance-based compensation" exception from Section 162(m). The Act includes a grandfathering provision for compensation pursuant to a written binding contract which was in effect on November 2, 2017, and which was not modified in any material respect after such date. We believe that outstanding balances in the deferred compensation plans as of November 2, 2017 are in compliance with the grandfathering provision of the Act, and thus will remain deductible to the extent they are considered "performance-based compensation."

THE FOLLOWING REPORT OF THE COMPENSATION COMMITTEE SHALL NOT BE DEEMED TO BE “SOLICITING MATERIAL” OR TO BE “FILED” WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934 OR INCORPORATED BY REFERENCE IN ANY DOCUMENT SO FILED.

Report of the Compensation Committee

The Compensation Committee hereby reports as follows:

1. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with NVR’s management; and

2. Based on the review and discussion referred to in paragraph 1, the Compensation Committee recommended to the Board, and the Board has approved, that the Compensation Discussion and Analysis be included in our 2025 Proxy Statement and to be incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, for filing with the Securities and Exchange Commission.

The undersigned, constituting all of the members of the Compensation Committee, have submitted this report to the Board of Directors.

Susan Williamson Ross (Chair), Thomas D. Eckert, David A. Preiser and W. Grady Rosier

2024 SUMMARY COMPENSATION TABLE


Name and Principal Position	Year	Salary ($)		Equity Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)(2)		Total ($)
Paul C. Saville	2024	$	2,368,750	$	—	$	2,308,330	$	14,200	$	4,691,280
Executive Chairman	2023	$	2,257,500	$	—	$	2,257,500	$	13,200	$	4,528,200
of the Board	2022	$	2,178,750	$	38,952,650	$	1,743,000	$	12,600	$	42,887,000

Eugene J. Bredow	2024	$	1,162,500	$	—	$	1,132,848	$	14,200	$	2,309,548
President and Chief	2023	$	875,000	$	—	$	875,000	$	13,200	$	1,763,200
Executive Officer	2022	$	715,204	$	17,989,042	$	572,164	$	12,600	$	19,289,010

Daniel D. Malzahn	2024	$	719,500	$	—	$	701,148	$	14,200	$	1,434,848
Senior Vice President, Chief	2023	$	682,250	$	—	$	682,250	$	13,200	$	1,377,700
Financial Officer and Treasurer	2022	$	652,500	$	12,818,963	$	522,000	$	12,600	$	14,006,063

Matthew B. Kelpy	2024	$	392,175	$	—	$	382,172	$	14,200	$	788,547
Vice President and Chief	2023	$	374,750	$	—	$	374,750	$	13,200	$	762,700
Accounting Officer	2022	$	358,250	$	2,832,920	$	286,600	$	12,600	$	3,490,370

1.The amount disclosed represents the aggregate grant date fair value of stock options granted in accordance with FASB ASC Topic 718. For the 50% portion of the grant of stock options that is subject to the attainment of a performance condition, the amount disclosed is based on the target number of options, which is the same as the maximum. For information on the valuation assumptions, refer to the note on Equity-Based Compensation, Profit Sharing and Deferred Compensation Plans in the NVR financial statements in the Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC.

2."All Other Compensation" includes amounts contributed to our employee stock ownership plan for the respective plan year, and a $1,000 matching contribution made to our 401(k) plan.

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024


				Equity Awards
Name	Award Type (a)	Grant Date	Ratable vesting on each of December 31,	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)		Option Expiration Date

Paul C. Saville	T	05/10/18	2020, 2021, 2022, 2023	25,000	—	$	3,022.99	05/09/28
	P	05/10/18	2020, 2021, 2022, 2023	25,000	—	$	3,022.99	05/09/28
	T	05/04/22	2024, 2025, 2026, 2027	3,437	10,313	$	4,475.53	05/03/32
	P	05/04/22	2024, 2025, 2026, 2027	3,437	10,313	$	4,475.53	05/03/32

Eugene J. Bredow	T	05/10/18	2020, 2021, 2022, 2023	6,800	—	$	3,022.99	05/09/28
	P	05/10/18	2020, 2021, 2022, 2023	6,800	—	$	3,022.99	05/09/28
	T	05/04/22	2024, 2025, 2026, 2027	1,587	4,763	$	4,475.53	05/03/32
	P	05/04/22	2024, 2025, 2026, 2027	1,587	4,763	$	4,475.53

SEC Form DEF 14A filed by NVR Inc.