Toll Brothers Inc

The Governance Committee is responsible for evaluating and recommending compensation for non-executive members of the Board. Our non-executive directors are compensated in cash and equity for their service as directors. Equity awards granted in fiscal 2023 were issued under the Toll Brothers, Inc. 2019 Omnibus Incentive Plan (the "Omnibus Incentive Plan").

The compensation program in effect for fiscal 2023 for non-executive directors consisted of the following components:

•Board Retainer. The principal form of compensation for non-executive directors for their service as directors is an annual retainer (the "Board Retainer"), consisting of a combination of cash and RSUs ("Director RSUs"). For fiscal 2023, the aggregate value of the Board Retainer was $250,000 and was comprised of:

•Cash. Each non-executive director receives approximately one-third ($85,000) of the Board Retainer in cash.

•Equity. Each non-executive director receives Director RSUs with a grant date fair value equal to approximately two-thirds ($165,000) of the Board Retainer, vesting in equal annual installments over a period of two years. Director RSUs are typically granted on a date within the last 15 days of December that is determined in advance by the Board. New non-executive directors are first granted Director RSUs in the December following the fiscal year of their appointment to the Board and receive a pro-rated grant reflecting their service during the prior fiscal year.

•Committee Retainer. Each member of the Audit Committee receives annually a combination of cash and equity with a grant date fair value of $25,000, and each member of the Compensation Committee and Governance Committees receives annually a combination of cash and equity with a grant date fair value of $20,000. In each case, one-third of these amounts are delivered in cash and two-thirds of these amounts are delivered in Director RSUs. The Chair of each of these committees receives an additional annual cash retainer of $10,000.

For any fiscal year in which the Public Debt and Equity Securities Committee meets or takes official action, each member of the Public Debt and Equity Securities Committee receives, for service on such Committee, a combination of cash and equity with a grant date fair value of $10,000. One-third of this amount is delivered in cash and two-thirds of this amount is delivered in Director RSUs. The Chair of the Public Debt and Equity Securities Committee receives an additional cash retainer of $5,000 for any fiscal year in which the Committee meets or takes official action.

•Attendance at Board and Committee Meetings. Directors, Committee Chairs and Committee members do not receive any additional compensation for attendance at Board or Committee meetings.

•Lead Independent Director. The Lead Independent Director receives annually $35,000 in cash for his services in that capacity.

•Fiscal 2024 Compensation. Effective for fiscal 2024, the Board Retainer has been increased from $250,000 to $260,000, with 100% of the increase allocated to Director RSUs. In addition, starting with grants made in December 2023, 100% of Director RSUs will vest on the first anniversary of the grant date.