Taylor Morrison Home Corporation Notice of 20152017 Annual Meeting of Stockholders and Proxy Statement | i

TAYLOR MORRISON HOME CORPORATION

4900 N. Scottsdale Road, Suite 2000

Scottsdale, Arizona 85251

Proxy Statement

For the 20152017 Annual Meeting of Stockholders

General Information Concerning Proxies and Voting at the Annual Meeting

Why did I receive these proxy materials?

We are providing these proxy materials in connection with the solicitation by the board of directors of Taylor Morrison Home Corporation (the “Company,” “TMHC,” “we,” “us,” or “our”), a Delaware corporation, of proxies to be voted at our Annual Meeting2017 annual meeting of stockholders (the “Annual Meeting”) and at any adjournment or postponement of the Annual Meeting. In accordance with rules of the SEC,Securities and Exchange Commission (“SEC”), on or about April 19, 2017, we sent a Notice of Internet Availability of Proxy Materials on or about April 13, 2015(or, upon your request, will deliver printed versions of these proxy materials) and made available our proxy materials over the Internet to the holders of record and beneficial owners of our common stock as of the close of business on April 4, 2017 (the “Record Date”).

When and where will the Record Date.Annual Meeting be held?

The Annual Meeting will be held at 9000 E. Pimathe offices of Snell & Wilmer L.L.P., One Arizona Center, Parkway, Suite 100, Scottsdale,400 East Van Buren Street, Phoenix, Arizona 85258,85004, on Wednesday, May 27, 201531, 2017 at 9:008:30 a.m. local time. For directions, please contact our Investor Relations department at480-734-2060.

What information is included in this Proxy Statement?

The information in this Proxy Statement relates to the proposals to be voted on at the Annual Meeting, the voting process, our board of directors and board committees, corporate governance, the compensation of current directors and certain executive officers for the year ended December 31, 2014,2016, and other information.

Who is entitled to vote?

Holders of our Class A common stock and Class B common stock (collectively, our “common stock”) at the close of business on the Record Date are entitled to vote at the Annual Meeting. As of the close of business on the Record Date, there were 33,073,74752,101,585 shares of our Class A common stock outstanding and entitled to vote and 89,200,06367,390,504 shares of our Class B common stock outstanding and entitled to vote.

How many votes do I have?

On any matter that is submitted to a vote of our stockholders, the holders of our common stock are entitled to one vote per share of Class A common stock and Class B common stock held by them on the Record Date. Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to stockholders for a vote in this Proxy Statement and such other matters as may properly come before the Annual Meeting and any adjournments or postponements of the Annual Meeting. Holders of our common stock are not entitled to cumulative voting in the election of directors.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Most stockholders hold their shares through a bank, broker trust, bank or other nominee rather than directly in their own names.name.

If, on the Record Date, your shares were registered directly in your name with our transfer agent, Computershare Limited, then you are a stockholder of record. As a stockholder of record, you may vote in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote over the Internet, by telephone or by filling out and returning a proxy card to ensure your vote is counted.

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If, on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name”name,” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid legal proxy from your broker or other agent.

What am I voting on?

We are asking you to vote on the following matters in connection with the Annual Meeting:

We will also consider any other business that may properly come before the Annual Meeting. At the date of this Proxy Statement, we know of no business that will be brought before the Annual Meeting other than the matters set forth above.

How do I vote?

Vote by Internet

Stockholders of record may submit proxies over the Internet by following the instructions on the Notice of Internet Availability of Proxy Materials or, if printed copies of the proxy materials were requested, the instructions on the printed proxy card. Most beneficial stockholders may vote by accessing the website specified on the voting instructions forms provided by their banks, brokers trustees, banks or other nominees. Please check your voting instruction form for Internet voting availability.

Vote by Telephone

Stockholders of record may submit proxies using any touch-tone telephone from within the United States by following the instructions on the Notice of Internet Availability of Proxy Materials or, if printed copies of the proxy materials were requested, the instructions on the printed proxy card. Most beneficial owners may vote using any touch-tone telephone from within the United States by calling the number specified on the voting instruction forms provided by their banks, brokers trustees, banks or other nominees.

Vote by Mail

Stockholders of record may submit proxies by mail by requesting a printed proxy cardscard and completing, signing and dating the printed proxy cardscard and mailing themit in thepre-addressed envelopes that will accompany the printed proxy materials. Beneficial owners may vote by completing, signing and dating the voting instruction forms provided by their banks, brokers or other nominees and mailing them in thepre-addressed envelopes accompanying the voting instruction forms.

If you are a stockholder of record and you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by that proxy as recommended by the board of directors. If you are a beneficial owner and you return your signed voting instruction form but do not indicate your voting preferences, please see “What are “brokernon-votes” and how do they affect the proposals??” regarding whether your bank, broker bank or other holder of recordnominee may vote your uninstructed shares on a particular proposal.

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Vote in Person at the Annual Meeting

All stockholders as of the close of business on the Record Date can vote in person at the Annual Meeting. You can also be represented by another person at the Annual Meeting by executing a proper proxy designating that person. If you are a beneficial owner, you must obtain a legal proxy from your bank, broker bank, or other holder of recordnominee and present it to the inspector of election with your ballot to be able to vote at the Annual Meeting. Even if you plan to attend the

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Annual Meeting, we recommend that you also vote either by telephone, by Internet or by mail so that your vote will be counted if you decide not to attend.

What does it mean if I receive more than one set of materials?

If you receive more than one set of materials, it means that your shares are registered in more than one name or are registered in different accounts. In order to vote all the shares you own, you must either sign and return all of the proxy cards or follow the instructions for any alternative voting procedures on each of the proxy cards or Notices of Internet Availability of Proxy Materials you receive.

What can I do if I change my mind after I vote?

If you are a stockholder of record, you may revoke your proxy at any time before it is exercised at the Annual Meeting by (a) delivering written notice stating that the proxy is revoked, bearing a date later than the proxy to Taylor Morrison Home Corporation, 4900 N. Scottsdale Road, Suite 2000, Scottsdale, Arizona 85251, Attn: General Counsel,Chief Legal Officer and Secretary, (b) submitting a later-dated proxy relating to the same shares by mail, telephone or the Internet prior to the vote at the Annual Meeting or (c) attending the Annual Meeting and voting in person. Stockholders of record may send a request for a new proxy card viae-mail to sendmaterial@proxyvote.com, or follow the instructions provided on the Notice of Internet Availability of Proxy Materials and proxy card to submit a new proxy by telephone or via the Internet. Stockholders of record may also request a new proxy card by calling1-800-579-1639.

If you are a beneficial stockholder, you may revoke your proxy or change your vote only by following the separate instructions provided by your bank, broker trust, bank or other nominee.

What constitutes a quorum at the Annual Meeting?

Transaction of business at the Annual Meeting may occur only if a quorum is present. A quorum will be present if at least a majority of votes represented by the holders of our outstanding Class A common stock and Class B common stock, treated as a single class, are present in person or represented by proxy. If a quorum is not present, it is expected that the Annual Meeting will be adjourned or postponed in order to permit additional time for soliciting and obtaining additional proxies or votes, and, at any subsequent reconvening of the Annual Meeting, all proxies will be voted in the same manner as such proxies would have been voted at the original convening of the Annual Meeting, except for any proxies that have been effectively revoked or withdrawn, as discussed above under the heading “What can I do if I change my mind after I vote?”.

Abstentions and “brokernon-votes” are counted as present and entitled to vote for purposes of determining a quorum.

What are the voting requirements to elect directors and approve each of the other proposals described in this Proxy Statement?

With respect to Proposal 1, the election of directors, the four Class II director nominees receiving the largest number of votes will be elected. With respect to Proposals 2 and 3, the affirmative vote of a majority of the shares present in person or by proxy at the Annual Meeting and entitled to vote is required for the proposal to be approved. With respect to Proposals 2 and 3, abstentions will have the effect of voting against these proposals, and broker non-votes will have no effect on the outcome of these proposals. With respect to Proposal 1, abstentions and broker non-votes will have no effect on the outcome of this proposal.

What are “brokernon-votes” and how do they affect the proposals??

A brokernon-vote occurs when a nominee holding shares for a beneficial owner does not vote the shares on a proposal because the nominee does not have discretionary voting power for a particular item and has not received instructions from the beneficial owner regarding voting. Brokers who hold shares for the accounts of their clients have discretionary authority to vote shares if specific instructions are not given with respect to “routine” items. If your shares are held by a bank, broker trust, bank or other nominee on your behalf and you do not instruct the bank, broker or nominee as to how to vote your shares on Proposals 1, 2 or 2,4, the bank, broker or other nominee may not exercise discretion to vote for or against

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those

What are the voting requirements to elect directors and approve each of the other proposals because these proposals are considered “non-routine” by the NYSE. described in this Proxy Statement?

With respect to Proposal 1, the election of directors, the three Class I director nominees receiving the greatest number of votes cast, even if less than a majority, will be elected. With respect to Proposals 2, 3 and 4, the ratificationaffirmative vote of a majority of the appointmentshares of our independent registered public accounting firm,common stock present in person or by proxy at the broker or nominee may exercise its discretionAnnual Meeting and entitled to vote is required for orthe proposal to be approved. With respect to Proposal 1, abstentions and brokernon-votes will have no effect on the outcome of this proposal. With respect to Proposals 2, 3 and 4, abstentions will have the effect of voting against that proposalthese proposals, and, with respect to Proposals 2 and 4, brokernon-votes will have no effect on the outcome of these proposals. Brokers may vote shares with respect to Proposal 3 in the absence of your instructions. Broker client instructions and, thus, there will be no brokernon-votes are not counted with respect to Proposal 3.

Who will count the votes?

Representatives of the Company will act as votes in favorinspectors of or against any proposal.election. Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes.

Who will pay for the cost of this proxy solicitation?

We will bear the cost of the solicitation of proxies from our stockholders. In addition to solicitation by mail, our directors, officers and employees, without additional compensation, may solicit proxies from stockholders by telephone, by email, by letter, by facsimile, in person or otherwise. Following the original circulation of the proxies and other soliciting materials, we will request banks, brokers trusts, banks or other nominees to forward copies of the proxy and other soliciting materials to persons for whom they hold shares of our common stock and to request authority for the exercise of proxies. In such cases, we, upon the request of the banks, brokers trusts, banks and other stockholder nominees, will reimburse such holders for their reasonable expenses. We will also bear the cost of retaining any proxy solicitation firm, should we choose to retain one. We would expect the expenses associated with retaining any such proxy solicitation firm would not exceed $25,000.

Why did I receive aone-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to each of our stockholders.stockholders (other than those who have previously requested a printed copy of proxy materials) who held our common stock as of the Record Date. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice of Internet Availability of Proxy Materials or proxy card (or, for beneficial holders, the voting instruction form) and request to receive an electronic copy or printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request an electronic copy or printed copy may be found in the Notice of Internet Availability of Proxy Materials.Materials and in the proxy card (or, for beneficial holders, the voting instruction form). In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the costs and environmental impact of the Annual Meeting.

When will we announce the results of the voting?

VotingWe expect to announce the final voting results will be announced by the filing of a Current Report on Form8-K within four business days after the Annual Meeting. If the final voting results are unavailable at that time, we will file an amended Current Report on Form8-K within four business days of the day the final results are available.

What are the requirements for admission to the Annual Meeting?

Only stockholders and persons holding proxies from stockholders may attend the Annual Meeting. If your shares are registered in your name, you must bring a form of identification to the Annual Meeting. If your shares are held in the name of a bank, broker trust, bank or other nominee that holds your shares, you must bring proof of ownership, such as a legal proxy from that broker, trust, bank or other nomineebrokerage statement, that confirms you are the beneficial owner of those shares. Attendance at the Annual Meeting without voting or revoking a previously submitted proxy in accordance with the voting procedures will not in and of itself revoke a proxy.

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Proposal 1: Election of Directors

Board Composition

The numberOur board of directors is divided into three classes, and the size of the board is currently fixed at 13, which, pursuant to the terms of the Stockholder Agreement (as defined below), includes one vacancy that the board of directors does not currently plan to fillfill. In April 2017, Timothy R. Eller, a Class I director, Chairman of our board of directors and a member of our nominating and corporate governance committee, notified the Company of his retirement from the board to be effective as of the Annual Meeting and contemporaneously with the expiration of his current term. Accordingly, he will not be not standing for reelection at the Annual Meeting. Effective upon Mr. Eller’s departure from our board of directors, the size of our board will be reduced from 13 to 12 members divided into three classes(11 seated members and one vacancy) with each class composed as follows:

For more information on the composition of the board of directors, see “Corporate Governance — Governance—Information About Our Board of Directors — Directors—Process for Identifying and Nominating Directors” and “Corporate Governance — Governance—Board Structure and Operations — Operations—Composition of our Board of Directors.”

Upon recommendation of our nominating and corporate governance committee, our board of directors has nominated Ms. Palmer and Messrs. Brady, Houssian, MerrittKeller and SholemLane for election as members of our board of directors. Each of Ms. Palmer and Messrs. Brady, Houssian, MerrittKeller and SholemLane is currently serving as a director, and, if elected at the Annual Meeting, Ms. Palmer and Messrs. Brady, Houssian, MerrittKeller and SholemLane will serve as directors until the 20182020 Annual Meeting of stockholders or until their respective successor is duly elected and qualified, or until their earlier resignation, removal or retirement. Proxies will be voted in favor of Ms. Palmer and Messrs. Brady, Houssian, MerrittKeller and SholemLane unless the stockholder indicates otherwise on the proxy. Ms. Palmer and Messrs. Brady, Houssian, MerrittKeller and SholemLane have consented to being named as nominees in this Proxy Statement and have agreed to serve if elected. If any nominee becomes unable to serve at the time the election occurs, proxies will be voted for another nominee designated by the board of directors unless the board chooses to reduce the number of directors serving on the board. The board of directors has no reason to believe that any of the nominees will be unable or unwilling to serve as a director if elected.

In connection with our April 2013 initial public offering (“IPO”), we entered into a Stockholders Agreement, dated as of April 9, 2013 (and as subsequently amended on March 6, 2014), by and among Taylor Morrison Home Corporation and the stockholders of Taylor Morrison Home Corporation named therein (the(as amended, the “Stockholders Agreement”), which include our Principal Equityholders, as described below. The Stockholders Agreement contains provisions related to the composition of our board of directors and its committees. Among other things, the Stockholders Agreement gives an affiliate of TPG Global, LLC (the “TPG Holding Vehicle”), an affiliate of Oaktree Capital Management, L.P. (the “Oaktree Holding Vehicle”) and JHI Holding Limited Partnership (“JHI” and together with the TPG Holding Vehicle and the Oaktree Holding Vehicle, the “Principal Equityholders”) the right to nominate a majority of the members of our board of directors. The TPG Holding Vehicle has nominated Kelvin L. Davis, Peter Lane and James Sholem to serve on our board of directors, the Oaktree Holding Vehicle has nominated John Brady, Jason Keller and Rajath Shourie to serve on our board of directors and JHI has nominated Joe S. Houssian to serve on our board of directors.

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Class III Directors for Election to a Three-Year Term Expiring at the 2018 Annual Meeting of Stockholders

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In the vote on the election of Class II director nominees, stockholders may:

Unless you elect to vote differently by so indicating on your signed proxy, your shares will be voted FOR the board of director’s nominees. The four Class II director nominees receiving the largest number of votes cast at the Annual Meeting will be elected. Proxies marked withhold or broker non-votes will have no effect on the outcome of the proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE-NAMED DIRECTOR NOMINEES

Class I Directors Continuing in Office Until the 20172020 Annual Meeting of Stockholders

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In the vote on the election of Class I director nominees, stockholders may:

Unless you elect to vote differently by so indicating on your signed proxy, your shares will be voted FOR the board of directors’ nominees. The three Class I director nominees receiving the greatest number of votes cast at the Annual Meeting, even if less than a majority, will be elected. Proxies marked “withhold” and brokernon-votes will have no effect on the outcome of this proposal. If any of these nominees ceases to be a candidate for election by the time of the Annual Meeting (a contingency that the board does not expect to occur), such proxies may be voted by the proxyholders in accordance with the recommendation of the board of directors.

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The Board of Directors Recommends a Vote “FOR” Each of the Above-Named Director Nominees.

Class II Directors Continuing in Office Until the 2018 Annual Meeting of Stockholders

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Class III Directors Continuing in Office Until the 20162019 Annual Meeting of Stockholders

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Corporate Governance

We believe that effective corporate governance is critical to our ability to create long-term value for our stockholders. We have adopted and implemented charters, policies, procedures and controls that we believe promote and enhance corporate governance, accountability and responsibility and create a culture of honesty and integrity at our company. Our Corporate Governance Guidelines, Code of Conduct and Ethics, various other governance-related information and board committee charters are available on the Investor Relations page of our corporate website at www.taylormorrison.com under the category “Corporate Governance.”

Controlled Company

For purposes of New York Stock Exchange (“NYSE”)NYSE rules, our board of directors has determined that we are a “controlled company.” “Controlled companies” underUnder those rules, “controlled companies” are companies of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company. Together, the Principal Equityholders control more than 50% of the combined voting power of our common stock and are able to elect a majority of our board of directors. Accordingly, we are eligible for certain exemptions from the NYSE rules. Specifically, as a “controlled company” under NYSE rules, we are not required to have (i)(1) a majority of independent directors, (ii)(2) a nominating and corporate governance committee nor, if we have such a committee, that it be composed entirely of independent directors or (iii)(3) a compensation committee nor, if we have such a committee, that it be composed entirely of independent directors. We avail ourselves of all of these exemptions.

Information About Our Board of Directors

Director Independence

Our board of directors consults with our legal counsel to ensure that the board’s independence determinations are consistent with all relevant securities and other laws and regulations regarding director independence. To assist in the board’s independence determinations, each director completedcompletes materials designed to identify any relationships that could affect the director’s independence. In addition, through discussions among our directors, a subjectivean analysis of independence is undertaken by the nominating and corporate governance committee.committee and an affirmative determination is made by the board of directors. The board of directors has determined that Ms. Mariucci and Messrs. Eller, Henry, Lane and Merritt are “independent,” as such term is defined by the applicable rules and regulations of the NYSE. Additionally, each of these directors meets the categorical standards for independence established by our board of directors, as set forth in our Corporate Governance Guidelines.

Director Qualifications

The board of directors has delegated to the nominating and corporate governance committee the responsibility of reviewing and recommending nominees for membership of the board of directors. Though we have no formal policy addressing diversity, the nominating and corporate governance committee seeks candidates from diverse professional and personal backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. The assessment of these candidates will includeincludes, among other factors, an individual’s independence, which determination is based upon applicable NYSE rules, applicable SEC rules and regulations, our Corporate Governance Guidelines and the input from legal counsel, if necessary, as well as consideration of age, skills, character and experience, and a policy of promoting diversity, in the context of the needs of the Company. Other characteristics, including, but not limited to, the director nominee’s material relationships with us, time availability, service on other boards of directors and their committees or any other characteristics which may prove relevant at any given time are also reviewed by the nominating and corporate governance committee for purposes of determining a director nominee’s qualification.

In the case of incumbent directors whose terms of office are set to expire, the nominating and corporate governance committee reviews such directors’ overall service to our Company during their respective term, including the number of meetings attended, level of participation, quality of performance and any relationships and transactions that might impair such directors’ independence. With respect to new director nominees, in addition to the criteria discussed above, the nominating and corporate governance committee also determines whether the nominee is independent, which determination is based upon applicable NYSE rules, applicable SEC rules and regulations, our Corporate Governance Guidelines and the advice of legal counsel, if necessary.

To date, the nominating and corporate governance committee has not paid a fee to any third party to assist in the process of identifying or evaluating director candidates.

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Process for Identifying and Nominating Directors

Pursuant to the Stockholders Agreement to which we are a party, along with the TPG Holding Vehicle, the Oaktree Holding Vehicle and JHI, each of the Principal Equityholders have certain director nomination rights. For so long as the TPG Holding Vehicle or the Oaktree Holding VehiclesVehicle owns at least 50% of the shares of our common stock held by it immediately following our IPO and the application of net proceeds therefrom, such holding vehicle will be entitled to nominate three directors to serve on our board of directors. When such holding vehicle owns less than 50% but at least 10% of the shares of common stock held by it immediately following our IPO and the application of net proceeds therefrom, such holding vehicle will be entitled to nominate two directors. Thereafter, such holding vehicle will be entitled to nominate one director so long as it owns at least 5% of the shares of common stock held by it immediately following our IPO and the application of net proceeds therefrom. To the extent permitted under applicable laws and regulations of the NYSE, for so long as a holding vehiclethe TPG Holding Vehicle or the Oaktree Holding Vehicle has the right to nominate one director, such holding vehicle shall be entitled to have one of its nominees serve on each committee of our board of directors. In addition, for so long as JHI owns 50% of its interest in the TPG and Oaktree Holding Vehicles and such holding vehicles in the aggregate own at least 50% of the shares of our common stock ownedheld by such holding vehicles immediately following our IPO and the application of net proceeds therefrom, JHI will be entitled to nominate one director to our board of directors. The TPG Holding Vehicle has nominated Kelvin L. Davis, Peter Lane and James Sholem, the Oaktree Holding Vehicle has nominated John Brady, Jason Keller and Rajath Shourie and JHI has nominated Joe S. Houssian to serve on our board of directors.

The Stockholders Agreement as amended on March 6, 2014, also provides that, for so long as each of the TPG Holding Vehicle and the Oaktree Holding Vehicle owns at least 50% of the shares of our common stock held by it following our IPO and the application of net proceeds therefrom, we have agreed to maintain a vacancy on our board of directors until such time as the TPG Holding Vehicle and Oaktree Holding Vehicle jointly designate a director to fill this vacancy. However, if at any time either of the TPG Holding Vehicle or Oaktree Holding Vehicle certifies to us that they cannot agree on a joint designee for our board of directors, we will take necessary action to expand the board of directors from 12 to 1413 directors and to permit each of the TPG Holding Vehicle and Oaktree Holding Vehicle to designate an additional director to serve on our board of directors.

Each group of our Principal Equityholdersthe TPG Holding Vehicle and Oaktree Holding Vehicle has agreed to vote its shares in favor of the directors nominated by the other and by JHI in accordance with the terms of the Stockholders Agreement. To the extent that either group of our Principal Equityholders is no longer entitled to nominate a board member, our board of directors (upon the recommendation of the nominating and corporate governance committee) will nominate a director in its place.

The remaining nominees for our board of directors are recommended by the nominating and corporate governance committee, which may utilize a variety of methods for identifying nominees for director. Candidates may come to the attention of the nominating and corporate governance committee through current board members, management, professional search firms, stockholders or other persons.

The nominating and corporate governance committee will consider nominees proposed by our stockholders in accordance with the provisions contained in ourby-laws. Each notice of nomination submitted in this manner must contain the information specified in ourby-laws, including, but not limited to, information with respect to the beneficial ownership of our common stock or derivative securities that have a value associated with our common stock held by the proposing stockholder and its associates and any voting or similar agreement the proposing stockholder has entered into with respect to our common stock. To be timely, the notice must be received at our corporate headquartersprincipal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the date of the prior year’s annual meeting of stockholders. If the annual meeting of stockholders is advanced by more than 30 days, or delayed by more than 60 days, from the anniversary of the preceding year’s annual meeting of stockholders, or if no annual meeting of stockholders was held in the preceding year, notice by the stockholder, to be timely, must be received notno earlier than the 120th day prior to the annual meeting of stockholders and notno later than the later of (i)(1) the 90th day prior to the annual meeting of stockholders and (ii)(2) the tenth day following the day on which we notify stockholders of the date of the annual meeting of stockholders, either by mail or other public disclosure.

The foregoing description of our Stockholders Agreement and the advance notice provisions of ourby-laws is a summary and is qualified in its entirety by reference to the full text of the Stockholders Agreement andby-laws. Accordingly, we advise you to review our Stockholders Agreement andby-laws for additional stipulations relating to the process for identifying and nominating directors, including advance notice of director nominations and stockholder proposals. See also “Additional Information — Information—Submission of Stockholder Proposals for Inclusion in Next Year’s Proxy Statement.”

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Board Structure and Operations

Composition of our Board of Directors

Our amended and restated certificate of incorporation provides that our board of directors will consist of no less than three and not more than 15 members, with the exact number of members to be determined from time to time by the board of directors.

The numberEffective upon Mr. Eller’s departure from our board of directors, onthe size of our board is currently fixed atof directors will be reduced from 13 to 12 members, which, includespursuant to the terms of the Stockholder Agreement, will include one vacancy that the board of directors does not currently plan to fill and 12 members.fill. In accordance with our amended and restated certificate of incorporation and our amended and restated bylaws, the number of directors on our board will be determined from time to time by our board of directors and may be increased to 1413 members as provided in the Stockholders Agreement, as described under “—Information About Our Board of Directors—Process for Identifying and Nominating Directors.” Only a majority of the board of directors may fix the number of directors, provided that “Requisite Investor Approval” (as defined in the Stockholders Agreement) is required to increase the size of the board of directors further beyond 14,13, except if such increase is to provide for the minimum number of directors required for us to comply with applicable law and the regulations of the NYSE. For purposes of the Stockholders Agreement, “Requisite Investor Approval” means, in addition to the approval of a majority vote of our board of directors, the approval of a director nominated by the TPG Holding Vehicle so long as it owns at least 50% of our common stock held by it immediately following our IPO and the application of net proceeds therefrom and the approval of a director nominated by the Oaktree Holding Vehicle so long as it owns at least 50% of our common stock held by it immediately following our IPO and the application of net proceeds therefrom.

Each director is to hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. Vacancies and newly created directorships on the board of directors may be filled at any time by the remaining directors.

Until the “Triggering Event” (which is the point in time at which the TPG and Oaktree Holding Vehicles no longer collectively beneficially own shares representing 50% or more of the combined voting power of our common stock), any director may be removed with or without cause by holders of a majority of our outstanding shares of common stock. Thereafter, directors may only be removed for cause by the affirmative vote of the holders of at least three-fourths of our outstanding shares of common stock. At any meeting of our board of directors, except as otherwise required by law, a majority of the total number of directors then in office will constitute a quorum for all purposes, provided that, until the Triggering Event, a quorum will require the attendance of one director nominated by each holding vehicle that has the right to designate at least one director for election to the board of directors.

Pursuant to our amended and restated certificate of incorporation, our board of directors is divided into three classes, with staggered three-year terms, with the classes to be as nearly as equal in number as possible. The composition of the board of directors of our indirect subsidiaries Taylor Morrison Holdings, the parent company of our U.S. business, and Taylor Morrison Holdings II, Inc. (formerly known as Monarch Communities Inc.) (“Holdings II”), the parent company of our Canadian business until we sold it in January 2015, is identical to the current composition of our board of directors. Pursuant to governance agreements entered into by us in connection with the IPO, we contractually control the composition of the boards of directors of Taylor Morrison Holdings and Holdings II and their respective committees. As a result, all directors elected to our board of directors will also serve on the boards of Taylor Morrison Holdings and Holdings II. Holdings II no longer has any material business operations. See “Certain Relationships and Related Person Transactions—Governance Agreements.”

Our board of directors and its committees have supervisory authority over Taylor Morrison Home Corporation, which, through its indirect control of its subsidiary holding partnerships, TMM Holdings Limited Partnership (“TMM”) and TMM Holdings II Limited Partnership (“New TMM”), exercises stewardship over the business and affairs of Taylor Morrison Holdings and its subsidiaries and Holdings II and its subsidiaries. Taylor Morrison Home Corporation, New TMM and TMM do not conduct any activities other than direct or indirect ownership and stewardship over Taylor Morrison Holdings and Holdings II and their respective subsidiaries. The board of directors of Taylor Morrison Holdings and its committees have supervisory authority over Taylor Morrison Holdings and its subsidiaries and exercise control over the operations and businesses of Taylor Morrison Holdings and its subsidiaries. The board of directors of Holdings II and its committees have supervisory authority over Holdings II and its subsidiaries and exercise control over Holdings II and its subsidiaries.

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Board Leadership Structure

Our board of directors does not currently have a policy as to whether the role of Chairman of theour board of directors and the Chief Executive Officer or CEO, should be separate. Our board of directors believes that the Company and its stockholders are best served by maintaining the flexibility to determine whether the Chairman and CEOChief Executive Officer positions should be separated or combined at a given point in time in order to provide appropriate leadership for us at that time. The board of directors believes that its current leadership structure, with Mr. Eller, an independent director, serving as Chairman and Ms. Palmer serving as CEO, is appropriate at this time.

In addition, our Corporate Governance Guidelines provide that, in order to maintain the independent integrity of our board of directors, if the Chairman of the board is not an independent director, the board of directors may appoint as Lead Director an independent director oras lead director.

The board of directors understands that no single approach to board leadership is universally accepted and that the chairmanappropriate leadership structure may vary based on several factors, such as a company’s size, industry, operations, history and culture. Accordingly, our board of ourdirectors, with the assistance of the nominating and corporate governance committee.committee, assesses its leadership structure in light of these factors and the current environment to achieve the optimal model for us and for our stockholders. Following its most recent review, the board determined to have our President and Chief Executive Officer appointed as Chairman and to appoint Peter Lane as our lead independent director with such role and responsibilities as set forth our Corporate Governance Guidelines, including presiding at all meetings at which the Chairman of the board is not present, as well as at all executive sessions of the independent directors. Such appointments will take effect contemporaneously with Mr. Eller’s departure from the board.

The board of directors believes that Ms. Palmer’s dual role is appropriate, given her extensive industry experience, as well as the depth and breadth of her institutional knowledge of the Company’s business, having served at length in a leadership position at the Company and on our board of directors. The board of directors further believes that this combined role of Chairman and Chief Executive Officer, counterbalanced by a lead independent director, is most suitable for us at this time and is in the best interest of stockholders because it provides the optimal balance between independent oversight of management and unified leadership, provides the appropriate balance of authority between those persons charged with overseeing the Company and those who manage it on aday-to-day basis, promotes the development and execution of our strategy and facilitates the flow of information between management and the board of directors, which are essential to effective corporate governance.

Board’s Role in Risk Oversight

Our board of directors exercises oversight of risk management consistent with its duties to the Company and its subsidiaries. The audit committee pursuant to its charter, is responsible for discussing with management our major financial, credit, liquidity and other risk exposures, as well as our risk assessment and risk management policies. The audit committee works directly with members of senior management and our internal audit staff to review and assess our risk management initiatives, including our compliance programs and cybersecurity initiatives, and reports as appropriate to the board. In addition, the audit committee meets as appropriate (i)(1) as a committee to discuss our risk management guidelines, policies and exposures and (ii)(2) with our independent auditors to review our internal control environment and other risk exposures. The compensation committee oversees the management of risks relating to our executive compensation programs and employee benefit plans. In the fulfillment of its duties, the compensation committee reviews at least annually our executive compensation programs, meets regularly with management to understand the financial, human resources and stockholder implications of compensation decisions and reports as appropriate to the board.

The board of directors as a whole also engages in the oversight of risk in various ways.

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In addition to the foregoing, the Company’s has an enterprise risk management committee. The enterprise risk management committee consists of members of our management team who work with other key members of management to identify, monitor, evaluate the Company’s risks and develop an approach to address and mitigate each identified risk. Each quarter, and more frequently if necessary, the enterprise risk management committee reports its findings and recommendations to the audit committee, and the audit committee then reports to the board of directors.

Theday-to-day identification and management of risk is the responsibility of our management. As the market environment, industry practices, regulatory requirements and our business evolve, management and the board of directors intends to respond with appropriate adaptations to risk management and oversight.

Meetings of our Board of Directors

Our board of directors and its committees meet periodically during the year, hold special meetings as needed and act by written consent from time to time as deemed appropriate. During 2014,2016, our board of directors met 10six times. No

During 2016, no director attended fewer than 75% of the aggregate of (a) the total number of meetings of the board of directors and (b) the total number of meetings held by all committees of the board of directors on which such director served. Each of our directors is strongly encouraged, but is not required, to attend our annual meetings of stockholders. EightSeven of our directors attended our 20142016 annual meeting of stockholders.

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Executive Sessions of our Board of Directors

Generally, an executive session ofnon-management directors is held in conjunction with each regularly scheduled board meeting and at other times as deemed appropriate. OurMr. Eller, as the independent Chairman presidesof the board, presided over each executive session.session and, following his departure from our board of directors, our lead independent director will preside over such executive sessions. In addition, because the board of directors includesnon-management directors who are not independent as defined by the NYSE rules, the independent directors meet in executive session at least once each fiscal year. Thenon-management directors met in executive session four times during 20142016, and the independent directors met in executive session once during 2014.2016. Each committee of the board of directors also generally conducts an executive session in conjunction with each regularly scheduled committee meeting and at other times as deemed appropriate.

Committees of ourOur Board of Directors

Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Each of the standing committees operates pursuant to a written charter, which is available on the Investor Relations page of our corporate website at www.taylormorrison.com on the Investor Relations page under the category “Corporate Governance.” The following is a brief description of our committees, including their membership and responsibilities.

Pursuant to the Stockholders Agreement, for so long as the TPG and Oaktree Holding Vehicles are entitled to nominate directors for appointment to our board of directors, the TPG and Oaktree Holding Vehicles will each have the right to appoint aone member to each committee of our board of directors, subject to applicable rules and regulations of the NYSE.

Audit Committee

Our audit committee assists the board in fulfilling its fiduciary oversight responsibilities by reviewing: (i)overseeing, among other things, (1) the integrity of financial information and other information provided to stockholders, investors and others; (ii)(2) the performance of our internal audit function and systems of internal controls; and (iii)(3) our compliance with legal and regulatory requirements. The audit committee also has direct responsibility for the appointment, compensation,

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retention (including termination) and oversight of our independent auditors and is responsible for the preparation of an audit committee report to be included in our annual proxy statement as required by the SEC. The audit committee also reviews and approves related person transactions in accordance with our Related Person Transaction Policy. See “Certain Relationships and Related Person Transactions–Related Person Transaction Policy.” During 2014,2016, the audit committee met 1310 times.

Our audit committee currently is comprised of Mr. Henry (chairman), Ms. Mariucci and Mr. Merritt. Under NYSE rules and SEC requirements and pursuant to the Stockholders Agreement, our audit committee must be comprised entirely of independent directors. Our board of directors has determined that each member of our audit committee is comprised of Mr. Henry (chairman), Ms. Mariucci and Mr. Merritt, each of whom has the accounting and financial expertiseliteracy required by NYSE rules and is “independent” as defined under the independence requirements of the NYSE and the SEC applicable to audit committee members. In addition, the board of directors has determined that Mr. Henry qualifies as an “audit committee financial expert” as that term is defined under SEC rules. Information about Mr. Henry’s background that qualifies him as an audit committee financial expert is included in “Proposal 1: Election of Directors–Class III Directors Continuing in Office Until the 20162019 Annual Meeting of Stockholders.”

Compensation Committee

Our compensation committee, among other things, reviews and recommends policies and plans relating to compensation and benefits of our directors, employees and certain other persons providing services to our Company, and is responsible for approving the compensation of our CEOChief Executive Officer and other executive officers. Our compensation committee also administers our omnibus equity incentive plan,plans, our annual bonus plan and other benefit programs. The compensation committee has delegated authority to our CEOChief Executive Officer to issue equity awards to employees other than to executive officers and certain other senior members of our management. In addition, to the extent the compensation committee intends to qualify any compensation as “performance-based compensation” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), all such compensation shall be established, administered and approved by the compensation committee or, if required, a subcommittee of the compensation committee consisting of two or more members, each of whom shall qualify as an “outside director” under Section 162(m) of the Code. If at any time the compensation committee includes a member who is not a “non-employee“non-employee director” within the meaning of Rule16b-3 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, then either a subcommittee comprised entirely of individuals who arenon-employee directors or the board of directors will approve any grants of equity-based compensation made to any individual who is subject to

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Section 16 of the Exchange Act. The compensation committee has the sole authority to retain and terminate any compensation consultant to assist in the evaluation of employee compensation and to approve the consultant’s fees and other terms and conditions of the consultant’s retention. During 2014,2016, the compensation committee met four times.

Our compensation committee currently is comprised of Messrs. Shourie (chairman), Houssian and Davis. Because we are a “controlled company” under the rules of the NYSE, our compensation committee is not required to be fully independent, although ifindependent. If such rules change in the future or we no longer meet the definition of a controlled company under the currentNYSE’s rules, we will adjust the composition of the compensation committee accordingly in order to comply with such rules. Mr. Shourie was nominated to the committee by the Oaktree Holding Vehicle and Mr. Davis was nominated to the committee by the TPG Holding Vehicle in accordance with the Stockholders Agreement.

For additional discussion of the processes and procedures the compensation committee has used for the consideration and determination of executive officer and director compensation, please see “Compensation Discussion and Analysis.”

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee, among other things, provides assistance to the board of directors in identifying and recommending individuals qualified to serve as directors of our Company, reviews the composition of the board of directors and periodically evaluates the performance of the board of directors and its committees. The nominating and corporate governance committee also recommends our various committee memberships based upon, among other considerations, a director’s available time commitment, background and/or the skill set it deems appropriate to adequately perform the responsibilities of the applicable committee. In addition, the nominating and corporate governance committee develops and recommends corporate governance policies and procedures for us, including our Corporate Governance Guidelines and monitors and reviews compliance with those policies. During 2014,2016, the nominating and corporate governance committee met three times.twice.

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Our nominating and corporate governance committee currently is comprised of Messrs. Eller (who will be succeeded by Ms. Palmer following his departure from our board of directors), Lane (chairman), Brady and Eller.Brady. Because we are a “controlled company” under the rules of the NYSE, our nominating and corporate governance committee is not required to be fully independent, although ifindependent. If such rules change in the future or we no longer meet the definition of a controlled company under the currentNYSE’s rules, we will adjust the composition of the nominating and corporate governance committee accordingly in order to comply with such rules. Mr. Brady was nominated to the committee by the Oaktree Holding Vehicle and Mr. Lane was nominated to the committee by the TPG Holding Vehicle in accordance with the Stockholders Agreement.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee in 20142016 was, at any time during 20142016 or at any other time, an officer or employee of the Company, and, except as described in the section entitled “Certain Relationships and Related Person Transactions,” none had or has any relationships with us that are required to be disclosed under Item 404 of RegulationS-K. None of our executive officers has served as a member of the board of directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our board of directors or compensation committee during 2014.2016.

Corporate Governance Guidelines and Code of Conduct and Ethics

Our board of directors has adopted Corporate Governance Guidelines and a Code of Conduct and Ethics that is applicable to all members of our board of directors, executive officers and employees. We have posted these documents on the Investor Relations page of our corporate website at www.taylormorrison.com under the category “Corporate Governance.” We intend to post amendments to or waivers from, if any, certain provisions of our Code of Conduct and Ethics (to the extent applicable to our directors,directors; our executive officers, including our principal executive officer and principal financial officer andofficer; or our principal accounting officer)officer or controller, or persons performing similar functions) at this location on our website.

Anti-Hedging Policy

We have a securities trading policy that sets forth guidelines and restrictions on transactions involving our stock, which are applicable to our employees, including our executive officers, and our directors. Our policy prohibits hedging, including, among other things, purchases of stock on margin, calls or similar options on Company stock or from selling our stock short. These types of transactions would allow employees to own Company stock without the full risks and rewards of ownership. When that occurs, employees or directors may no longer have the same objectives as our other stockholders and, therefore, such transactions involving our stock are prohibited.

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Director Compensation

Annual Retainer Fees

Directors who are our employees or are employed by our Principal Equityholders are not separately compensated by us for their service on our board of directors. For our other directors, referred to collectively herein as“non-employee directors,” we pay an annual cash retainer for their service on our board. The annual cash retainer is paid to such directors in quarterly installments in arrears. The amount of the annual retainer depends on whether the director is the Chairman of the board or if the director is also a member of one of our committees.

For 2014,2016, following consultation with Exequity LLP, the compensation committee’s compensation consultant, our compensation committee decided to implement the following changes to ournon-employee director compensation program in 2016 in order to ensure that our program is competitive:

Deferred Compensation Plan

Pursuant to the Taylor Morrison Home CorporationNon-Employee Director Deferred Compensation Plan (the “Director Plan”),non-employee directors may, for any calendar year, irrevocably elect to defer (i) receipt of shares of our Class A common stock the director would have received upon vesting of RSUs granted as an annual equity award and (ii) receipt of all or a portion of their cash compensation earned for their service on our board of directors, in each case, in the form of unfunded deferred stock units (“DSUs”) under the Taylor Morrison Home Corporation 2013 Omnibus Equity Award Plan (Amended and Restated as of May 25, 2016) (the “2013 Omnibus Plan”). The purpose of the Director Plan is to enhance our ability to attract and retainnon-employee directors with training, experience and ability who will promote our interests and to directly align the interests of suchnon-employee directors with the interests of our stockholders. DSUs in respect of deferred equity awards are subject to the same vesting conditions as RSUs granted as annual equity awards and vest in full on the first anniversary of the date the RSUs are granted, subject to the director’s continued service on such vesting date. DSUs in respect of the director’s deferred cash compensation are fully vested as of the grant date and settle in a number of shares of our Class A common stock equal to the amount deferred divided by closing price of our Class A common stock the payment date. DSUs and dividend equivalents thereon have no voting rights until the Class A common stock underlying such DSUs are delivered and are settled in shares of Class A common stock upon the earlier of a separation from service or a change in control.

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Stock Retention Policy

Our board of directors has adopted a stock retention policy that requiresnon-employee directors to own shares of our Class A common stock having an aggregate value no less than three times such director’s annual cash retainer. Generally,non-employee directors must achieve the required minimum retention level within three years from the date of their election to our board of directors, however, with respect to ournon-employee directors who were serving as of August 27, 2015, such directors will have until August 27, 2018 to achieve the required minimum retention level.

2016 Director Compensation Table

The following table summarizes the compensation earned by, or awarded or paid to, those of our directors who, for the year ended December 31, 2014,2016, were compensated for their service as directors. None of our other directors (i.e., those not in the table) earned, were awarded or were paid any compensation from us for the year ended December 31, 2014,2016, for their service as directors.

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Director Compensation for 2015

The compensation committee is reviewing director compensation for 2015.

Deferred Compensation Plan

In March 2015, the compensation committee and the board of directors approved the Taylor Morrison Home Corporation Non-Employee Director Deferred Compensation Plan (the “Director Plan”) under which non-employee directors may, for any calendar year, irrevocably elect to defer (i) receipt of shares of Class A common stock the director would have received upon vesting of restricted stock units and (ii) receipt of all or a portion of their cash compensation earned for their service on our board of directors, in each case, in the form of unfunded deferred stock units under our 2013 Omnibus Equity Award Plan (the “2013 Equity Plan”). The purpose of the Director Plan is to enhance our ability to attract and retain non-employee directors with training, experience and ability who will promote our interests and to directly align the interests of such non-employee directors with the interests of our stockholders.

(4)	Mr. Eller retired from our board of directors effective as of the Annual Meeting.

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Executive Officers

Following our IPO, we assessed the roles and responsibilities of our senior management and, effective from January 1, 2014, it was determined that ourThe executive officers consist of the following:Company as of the date hereof are listed below.

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Compensation Discussion and Analysis

This compensation discussion and analysis discusses our executive compensation programs for our named executive officers for our fiscal year ending December 31, 20142016 and includes a discussion of our compensation objectives and philosophy and the material elements of compensation earned by, or awarded or paid to, our named executive officers in the year. This section also describes processes we use in reaching compensation decisions and is intended to provide context for understanding the amounts in the tabular disclosure that follows. We have also highlighted our corporate results in 20142016 and how these results led to the executive compensation we paid for the year. In addition, we highlight key attributes of our compensation programs for our named executive officers.

Executive Summary

We delivered solid results in 2014,2016 as compared to 2015, as evidenced by:

Consistent with thepay-for-performance and stockholder alignment focuses of our compensation objectives and philosophy, which are discussed in further detail below in this compensation discussion and analysis, our compensation programs for 20142016 have the following attributes:

2014Prior Year’s Annual Meeting of Stockholders—Advisory Vote to Approve the Compensation of our Named Executive Officers

At our 20142016 annual meeting of stockholders, we received support from stockholders (bothmore than 99% of the shares voted (including those of our Principal Equityholders and our other stockholders), who held approximately 97% were cast in favor of our outstanding common stock, on the 2015 compensation of our named executive officers and our compensation philosophy, policies and practices. We were pleased to receive this strong support and took it into account as part of our annual analysis of the effectiveness of our compensation program for our named executive officers. As described in more detail below, as part of our ongoing development as a company with publicly-held equity, certain changes were made to our named executive officer compensation program for 2015, though these changes are not significant. We are optimistic that such changes will also be strongly supported by our stockholders.

We recognize that the business and executive compensation environments continue to evolve, and we are committed to having compensation programs and practices that support our business objectives, promote good corporate

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governance and align executive pay with our performance. The compensation committee will continue to consider the results from this year’s and future advisory stockholder votes regarding our executive compensation programs. See “Proposal No. 2: Advisory Vote to Approve the Compensation of our Named Executive Officers (Say on Pay)” for additional information.

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Overview of Contents

In thisThis compensation discussion and analysis discusses the following topics will be discussed:following:

Our Named Executive Officers for 20142016

Our named executive officers for 20142016 are⁽¹⁾:

Background of Compensation Approach

Following the acquisition of our business by the Principal Equityholders in 2011, we approved a revised structure for our management team, the primary goals of which were to align the interests of our management team with those of our Principal Equityholders and retain our talent, as we view the continuity of management as vital to the success of our business. To this end, we integrated long-term equity compensation into our compensation structure in 2011, and total target compensation relative to compensation paid by our homebuilding peers was closely scrutinized. In addition, effective as of January 1, 2012, we implemented a long-term cash-based incentive program to further motivate our management team towards contributing to our long-term goals as well as to function as a retention device. This long-term cash-based incentive program was intended to be a unique feature of our overall compensation program and we currently have no intention to establish another long-term cash-based incentive program.

In 2012, after the decision was made to take our company public, the compensation committee retained Pearl Meyer & Partners (“Pearl Meyer”), the compensation consulting firm, to evaluate our compensation programs and to provide guidance with respect to developing and implementing our compensation philosophy and programs as a public company.

We consummated our IPO on April 12, 2013. Base salary and annual cash incentive bonuses for 2013 were set prior to the consummation of the IPO, but, with the expectation of such consummation, several changes were made to our equity-based compensation approach, which are described in this compensation discussion and analysis. Such changes were designed to provide our employee equityholders with some opportunity for liquidity in respect of awards they received before the IPO, allowing for continued alignment with our Principal Equityholders by having them retain interests in the Principal Equityholders holding vehicles, and grant new awards tied to the equity of TMHC to align our officers’ interests to those of the holders of our Class A common stock. As we continue to transition from a privately-held company to a public one, we intend to gradually modify our compensation program and practices (see “Looking Ahead—2015 Compensation” below) in furtherance of our compensation objectives and philosophy as described below.

Compensation Objectives and Philosophy

Our compensation program reflects our philosophy to pay all of our executives, including our named executive officers, in ways that support our primary objectives of:

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Our compensation structure is centered on apay-for-performance philosophy, and thispay-for-performance focus is designed to align the interests of our executives, our Principal Equityholders and our other stockholders, motivate our executives to achieve our targeted financial and other performance objectives and reward them for their achievements when those objectives are met. To help achieve these objectives, a significant portion of our executive officers’ compensation isat-risk and provided in the form of variable or performance-based compensation with upside potential for strong performance, as well as downside exposure for underperformance. We believe this is appropriate given our executive officers’ ability to influence our overall performance.

We recognize the need for both short- and long-term incentives to retain talent where short-term goals may be more difficult to achieve.and encourage both short- and long-term performance. To that end, we seek to provide a balance between short-term and long-term incentives, as well as between cash compensation and equity-based compensation, to encourage thewhich encourages a focus on long-term strategic objectives.

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objectives by linking compensation to the satisfaction of our long-term performance goals. Having a long-term compensation component is also consistent with the long timelong-term horizon inherent in the homebuilding industry for the realization of revenue from any specific development project. In light of such objectives, we have determined that a significant portion of total compensation would be delivered in the form of long-term equity-based compensation.

The overall level of total compensation for our executive officers is intended to be reasonable in relation to and competitive with the compensation paid by similarly situated peer leaders in the homebuilding industry, subject to variation for factors such as the individual’s experience, performance, duties, scope of responsibility, prior contributions and future potential contributions to our business. With these principles in mind, we structure our compensation program as a competitive total pay package, which we believe allows us to attract, retain and motivate executives with the skill and knowledge we require and ensure the stability of our management team, which is vital to the success of our business. However, in setting named executive officer compensation levels, we do not have a policy of setting compensation levels within a fixed range of benchmarks of our peer companies.

Establishing and Evaluating Executive Compensation

Role of the Independent Compensation Consultant

The compensation committee has retained Pearl Meyer, whoExequity LLP, which provides the compensation committee with market data on executive compensation levels and practices at our selected competitors and also advises on trends and best practices in the areas of executive compensation and governance, assists the compensation committee in its review and evaluation of our compensation policies and practices, reviews our compensation discussion and analysis and also provides independent advice on director compensation. Pearl MeyerExequity LLP is a nationally recognized independent provider of executive compensation advisory services. Exequity LLP does not provide and is prohibited by compensation committee policy from providing, other services to us, or to our management, except at the direction of the compensation committee. We do not have any other relationships with Pearl Meyer,Exequity LLP, and the compensation committee has determined that Pearl MeyerExequity LLP is independent and hasthe work it performed in 2016 raised no conflictsconflict of interest with us.interest. The compensation committee has the sole authority to retain or terminate advisors to the compensation committee that assist in the evaluation of the compensation to our named executive officers and directors.

Process—Role of Officers and Compensation Committee

The compensation committee is responsible for all compensation decisions for our named executive officers. Our Chief Human ResourcesPeople Officer works with Ms. Palmer to establish compensation committee meeting agendas and provide various types of information, including interim progress against performance targets, information about other homebuilding companies or other topics requested by the compensation committee to assist the compensation committee in making its decisions.

The compensation committee, after consultation with Ms. Palmer as to executive officers other than herself, reviewedreviews and determineddetermines base salary, annual cash incentive bonuses and long-term incentive compensation levels for each executive officer. Ms. Palmer recommendedrecommends to the compensation committee annual cash incentive bonus

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performance targets for our executive officers (other than herself) and evaluatedevaluates actual performance relative to those targets, excluding any targets or performance evaluation applicable to her own compensation.targets. The compensation committee, after taking into account Ms. Palmer’s recommendations, reviewedreviews and approvedapproves annual base salaries, annual bonus performance targets and the amount of annual bonuses payable to each named executive officer based on achievement of annual performance targets, and long-term incentive compensation awards. Ms. Palmer’s compensation levels are established by the compensation committee in its sole discretion. While Ms. Palmer may discuss her compensation with the compensation committee, she does not have any formal role or authority in the determination ofdetermining her compensation.

Process—Factors Considered in Setting Compensation

The compensation committee believes that compensation decisions for our named executive officers are complex and require consideration of many factors, including the overall competitive market environment, industry compensation levels, the officer’s individual performance and our performance.

Market Data (Competitors and General Industry).As mentioned above, the compensation committee does not benchmarkset compensation levels for our executives based on compensation paid bynamed executive officers within a fixed range of benchmarks of our competitors orpeer companies in other industries and only reviews such peer company information and market data to better assess the range of compensation needed to attract, retain and motivate executive talent in our highly competitive industry. Nevertheless, in establishing compensation packages for our named executive officers, the compensation committee reviews and considers the

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compensation levels of executives at public homebuilding companies as a factor, amongstamong other factors, in establishing targeted compensation. This review covers compensation data for a group of our competitors within the homebuilding industry (as available in such companies’ public filings) and the most directly-relevant published survey sources available with respect to all direct pay elements, including salary, cash incentives and equity.

In connection with setting compensation, the compensation committee reviews data from the annual proxy statements of publicly traded homebuilders, as well as data from other published compensation survey sources, including FMI and Equilar, for compensation levels and trends as well as data on pay for executives and uses such information to guide our decisions. Additionally, in 20142016 the compensation committee reviewed compensation data at the following 1312 publicly-traded homebuilding companies (our “peer group”) in connection with setting compensation for Ms. Palmer and Mr. Cone:Messrs. Cone and Sherman:

In connection with setting compensation, the compensation committee reviews data from the annual proxy statements of publicly traded homebuilders for compensation levels and trends as well as data on pay for executives and use such information to guide our decisions.

Individual Performance.As mentioned above, in addition to considering market data, the compensation committee considers each executive officer’s individual performance in determining executive compensation levels, including the nature and scope of the executive’s responsibilities and the executive’s prior performance and expected future contributions. The compensation committee’s review of individual performance is general and subjective in nature—specific individual performance goals (such as goals tied to an officer’s job function, role or personal performance) are not systematically established or measured.

Company Performance.The compensation committee also considers our performance, financial plans and budget in setting officer compensation levels for any given year taking into account general economic challenges as well as any specific challenges facing our business.

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Key Elements of Executive Compensation Program

The primary elements of our compensation structure are base salary, annual cash incentive bonuses, long-term incentives (including equity-based incentive awards and long-term cash awards), and certain employee benefits and perquisites. In the past, we have also given our executive officers certain investment opportunities, though no such opportunities were given in 2014. A brief description of, objectives of, and any changes in 20142016 to each principal element of our executive compensation programsprogram for 20142016 are summarized in the following table and described in more detail below.

Key Compensation Program Elements — Overview

Our executive compensation program also provides for commissions where appropriate, cash severance payments and benefits and accelerated vesting of equity awards in the event of certain terminations of employment following a change in ownership of our business. The compensation committee believes it is important for key members of our senior management team and directors to build and maintain a long-term ownership position in our company, to further align their financial interests with those of our Principal Equityholders and public stockholders and to encourage the creation of long-term value. In the period prior to becoming a public company, we provided our executives with the opportunity to make a

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direct investment in TMM alongside our Principal Equityholders. We believe that this investment opportunity resulted in our management team having, together with other interests, a desirable level of direct ownership in the business and a sufficient level of capital at risk thereby reinforcing our goal of aligning interests of management and owners.

Base Salary

The base salary component of executive officer compensation is intended to provide a competitive, stable level of minimum compensation to each officer commensurate with the executive’s role, experience and duties. The compensation committee annually reviews and approves base salaries for our executive officers based on several

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factors, including the individual’s experience, responsibilities, performance, expected future contribution, our expected financial performance and salaries of similarly situated executives of our public peers in the homebuilding industry and in the general industry.

TheBased on an evaluation of the foregoing factors, our desire to reward and retain the key executives who we believe are instrumental to our success, and the competitiveness of base salaries against peer and market data, the compensation committee, in consultation with Ms. Palmer (except as to her own compensation), determined that named executive officer base salaries would increase effective as of April 1, 2014,3, 2016, as follows:

Mr. Cone’s and Mr. Sherman’s salaries were increased as part of our annual review and the increases reflect our belief that Mr. Cone’s and Mr. Sherman’s experience and continuing strong performance in driving our business results merited a salary increase.

Annual Cash Incentive Bonuses

The second component of executive officer compensation is annual cash incentive bonuses based on companyCompany performance. Tying a portion of total compensation to annual companyCompany performance permits us to adjust the performance measures each year to reflect changing objectives and those that may be of special importance for a particular year. Through this program, we seek to provide an appropriate amount ofpre-established short-term cash compensation that isat-risk and tied to the achievement of certain short-term performance goals.

Target Amounts.Target annual cash incentive bonusesbonus opportunities for 20142016 for Ms. Palmer and Mr. Sherman remain unchanged from 2013; however, the2015. The compensation committee approveddetermined, following a modestreview of peer data, that it was appropriate to increase for Mr. Cone (from 100% to 125%) in order to bring hisCone’s target annual cash incentive bonus opportunity in line with thosefrom 125% to 145% of his peers both internallybase salary paid in 2016in order for his annual bonus opportunity to remain competitive with industry standards. The increase also recognizes Mr. Cone’s successful leadership of our growing financial reporting and financial management functions, continued success in improving the homebuilding industry. Theefficiency of our business units and his oversight of other business management operations. For 2016, the target annual cash incentive bonuses for 2014 set by the compensation committee for each of our named executive officers were as follows:

The actual 20142016 annual cash incentive bonus amounts was calculated based on a combination of objective performance measures and using the following formula:

Our “Actual Attainment Percentage” is an aggregated measure of the attainment of specific financial and operational performance goals for the Company as a whole expressed in ourthe table below as a percentage. These performance goals are based on corporate and business objectives and are not tied to individual performance. To determine the Actual Attainment Percentage, specific criteria and corresponding goals are set for each officer. Each goal (1) has an associated “threshold” and “target” percentage attainment level and some includeincludes a “stretch” percentage attainment level, with straight-line interpolation for attainment between levels, and (2) is weighted to reflect the compensation committee’s assessment of the goals’goal’s importance in relation to our overall business objectives. Specifically, the percentage attainment of each goal is applied to the weighting factor (itself a percentage), and these numbers are totaled to set the Actual Attainment Percentage.

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Establishing Performance Goals for 20142016 Annual Bonus Plan.The compensation committee established bonus plan goals for 2014 in consultation with Ms. Palmer.2016. The target payout level was designed to be achievable with strong management performance and the stretch level was designed to encourage and reward our named executive officers for outstanding performance.

The approach to goal setting for 20142016 bonuses involved a process of reviewing, among other things, our prior year’s financial performance and our short-term and long-term strategic objectives. We also took into account the need for setting goals that are challenging yet reasonably achievable so as to provide a competitive pay package necessary for the retention of our talent.

Achievement of Corporate Performance Goals.The 20142016 bonus program performance goals applicable to Ms. Palmer, Mr. Cone and Mr. Sherman were based 100% on total company performance. The applicable corporate performance goals were as follows:

The

We selected each performance goal in order to target performance across multiple levels of our business. An EPS target encourages our executives to drive earnings and shareholder return. Backlog and closing goals and adjusted homebuilding gross margin goals encourage our executives to balance the price of our homes with the pace at which we construct them and with the quantity we construct. Finally, customer satisfaction, which we measure based on both the30-day (weighted 75%) and Home Readiness (weighted 25%) survey results from an H2Insight Customer Satisfaction Report, encourages our executives to remain focused on the overall satisfaction of our customers.

Based on actual achievement, the cash incentive bonuses approved for our named executive officers for 20142016 were as follows: Ms. Palmer—$1,099,845,1,462,950, Mr. Cone—$468,453,732,929, and Mr. Sherman—$404,804.513,205 (each of which are reflected in theNon-Equity Incentive Plan Compensation column of the Summary Compensation Table, below).

Long-Term Incentives—Equity Based

Philosophy.As mentioned above, we believe that equity awards are an important component of our executive compensation program. Equity compensation aligns our executives’, our Principal Equityholders’ and our other public stockholders’ interests by linking rewards with achievement of return to our Principal Equityholders and other public stockholders based on our long-term growth plan. Our equity compensation program is designed to foster a long-term commitment to us by our named executive officers, provide a balance to the short-term cash components of our compensation program and to reinforce ourpay-for-performance structure.

Overview.Our Equity-based compensation awards to our named executive officers’ equity-based compensatory interestsofficers in our business in 2014 consist2016 consisted of the following, all of which were granted prior to or in connection with our IPO:following:

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In addition to the foregoing, members of management, including our named executive officers, hold equity-based awards that were granted prior to our IPO and that entitle the holder to distributions and, in specified circumstances, to exchange such equity for shares of our Class A common stock. See “—New TMM Units and Holding Vehicle Performance Units.”

A more detailed discussion of the terms of these interests follows.

Equity Awards

All equity awards issued to our named executive officers since our IPO have been made pursuant to the terms of the 2013 Omnibus Plan.Awards granted under the 2013 Omnibus Plan are subject to the terms and conditions established by the compensation committee in the applicable award agreement and need not be the same for each participant. To date, all stock options granted under the 2013 Omnibus Plan have a term of ten years. Generally, equity awards are granted to our eligible employees, including our named executive officers, in connection with our IPO;annual award process. Equity awards are made in accordance with our Policy and Procedures for the Granting of Equity-Based Compensation Awards, which provides, among other things, that annual equity awards to our executive officers and senior corporate management team be made in the first quarter of the year, shortly following the public release of our annual earnings.

2016 Equity Awards

The compensation committee determined that, like 2015, the annual equity grant for 2016 should include a mix of options and RSUs, a portion of which are subject to service-based vesting conditions and a portion of which are subject to performance-based vesting conditions.

In February 2016, the compensation committee approved annual equity awards for our employees, including our named executive officers. Based on recommendations from Exequity LLP, the compensation committee’s independent compensation consultant, reviewing compensation best practices of public companies generally, reviewing compensation practices of our peer group, and the consideration of other factors deemed appropriate, the compensation committee decided to award long-term incentive equity awards for 2016 as follows: 50% of the annual grant was awarded in the form of performance-based vesting RSUs (“Performance RSUs”), half of which vest based on the Company’s earnings per share (“EPS”), subject to adjustments as described below, and half of which vest based on the Company’s relative total shareholder return (“TSR”), each as described below; 25% of the annual grant was awarded in the form of service-based vesting RSUs (“Service-based RSUs”); and 25% of the annual grant was awarded in the form of service-based vesting nonqualified stock options. In making its determination, our compensation committee acknowledged that, while the mix of equity awards remains highly performance based, at the same time the mix also provides retention strength.

The Performance RSUs are eligible to vest based on performance over a three-year period, and will be payable (or settled) in shares of our Class A common stock as soon as practicable following the date that the compensation committee determines and certifies the applicable level of performance achieved, subject to continued employment through such certification date. Dividend equivalents on the Performance RSUs accrue based on dividends declared and paid on our Class A common stock during the performance period, if any, which vest and are payable only on the number of shares actually vested.

Performance RSUs based on an EPS performance goal are eligible to vest based upon our achievement of a cumulative EPS goal of reported EPS, subject to adjustments as described below, for periods in the three-year performance period beginning on January 1, 2016, and ending on December 31, 2018, subject to the named executive officer’s continued employment through the date that the compensation committee determines and certifies the applicable level of performance achieved. The levels of EPS performance that will result in an award of the “threshold,” “target” or “maximum” number of shares under these Performance RSUs are as shown in the following table, with linear interpolation used in the event that the actual results do not fall directly on one of the performance levels. If the Company does not meet the EPS threshold set forth below, no shares would be eligible to vest on the date that the compensation committee determines and certifies the applicable level of performance achieved. In calculating whether

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an EPS performance goal has been achieved, the Company’s reported EPS is adjusted to account fornon-cash,non-routine items, transaction expenses related to acquisitions, and net changes in fair value of acquisition-related contingent consideration liabilities.

Our compensation committee selected EPS over a three-year period as a performance measure in order to provide an element of incentive compensation based on a long-term company performance goal focused on profitability of the Company and to encourage our executives to achieve our business plan objectives. The Performance RSUs that vest based on our EPS will be payable in shares of our Class A common stock to further align the compensation of the named executive officers with the interests of our stockholders.

Performance RSUs based on a TSR performance goal are eligible to vest based upon our achievement of a TSR that compares favorably against our peer group over a three-year performance period beginning on February 8, 2016, and ending on February 8, 2019, subject to the named executive officer’s continued employment through the date that the compensation committee determines and certifies the applicable level of performance achieved. The levels of relative TSR performance that will result in an award of the “threshold,” “target” or “maximum” number of shares under these Performance RSUs are as shown in the following table, with linear interpolation used in the event that the actual results do not fall directly on one of the performance levels. If relative TSR performance is below the threshold, no shares will vest. The maximum performance level is limited to 100% of target if the TSR for the performance period is negative.

The compensation committee selected relative TSR as a performance measure to align the compensation of the executive officers with the interests of our stockholders, and to encourage our executives’ and our Company’s performance regardless of the trajectory of our peer group and the general market. The Performance RSUs that vest based on our relative TSR will be payable in shares of our Class A common stock to further align the compensation of the named executive officers with the interests of our stockholders.

The compensation committee selected these two performance measures, EPS, as adjusted, and relative TSR, for our 2016 long-term incentive program as it believes they best align with our current stockholder interests of strong returns and increased profitability per share. Additionally, the two metrics are assessed from both relative and absolute measurement approaches, thereby providing an internal and external performance perspective. Finally, the measures assess performance on a cumulative basis over three years, linking compensation opportunity to performance over an extended period.

The Service-based RSUs granted as part of the 2016 long-term incentive compensation program vest over a four-year period, with 33 1/3% of the grant vesting on each of the second, third and fourth anniversaries of the grant date, subject to continued employment through the applicable vesting date, and will be payable in shares of our Class A common stock. Dividend equivalents accrue on Service-based RSUs based on dividends declared and paid on our Class A common stock during the vesting period, if any, which vest and are payable in accordance with the vesting and payment of the underlying Service-based RSU award.

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The nonqualified stock options granted as part of the 2016 long-term incentive compensation program vest over a four-year period, with 25% of the grant vesting on each of the first, second, third and fourth anniversaries of the grant date, subject to continued employment through the applicable vesting date. Stock options are granted at an exercise price equal to the fair market value (the closing price on the NYSE) of our Class A common stock on the grant date.

The table below shows the long-term incentive award opportunities established by the compensation committee relating to the 2016 long-term incentive compensation program. The 2016 target award opportunities under our long-term incentive program did not change compared to 2015 for the named executive officers, other than for Mr. Cone, whose target award opportunity was increased following a review of peer data by our compensation committee from 150% of base salary to 200% of base salary to remain competitive with industry standards. As with the increase in Mr. Cone’s target annual cash incentive bonus opportunity, this increase also recognizes Mr. Cone’s successful leadership of our growing financial reporting and financial management functions, continued success in improving the efficiency of our business units and his oversight of other business management operations.

Award Opportunity Under 2016 Long-Term Incentive Program

For further information on the 2016 long-term incentive awards granted to our named executive officers, see the Grants of Plan-Based Awards table.

New TMM Units and Holding Vehicle Performance Units

Certain of our directors and executive officers hold New TMM Units (and a corresponding number of shares of our Class B common stock) that are subject to time-based vesting conditions, whichand profits interests in the TPG Holding Vehicle and the Oaktree Holding Vehicle (such profits interests, collectively, the “Holding Vehicle Performance Units”).

The New TMM Units were converted from profits interests in TMM granted before the IPO withand are subject to service-based vesting conditions based on the original vesting schedule continuing to apply;

A more detailed discussion of the terms of these interests follows.

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Equity Awards Before our IPO

Before our IPO, our equity-based compensation program consisted of interests in TMM, structured as profits interests that allowed employees receiving grants to share in the future appreciation of TMM, subject to certain vesting conditions. Vesting conditions included both time-based vesting (based on continued employment) and performance-based vesting (based on the return achieved by our Principal Equityholders). These interests were called “Class M Units” and represented an ownership interest in TMM providing the holder with the opportunity to receive a return based on the appreciation of TMM’s equity value from the date of grant. These Class M Units were issued as an upfront grant designed to provide a long-term incentive over a five-year period. The awards were structured so that if TMM’s equity value were to appreciate, the executive would share in the growth in value from the date of grant solely with respect to the vested portion of the executive’s Class M Units; however, if TMM’s equity were not to appreciate in value or decrease in value in the future, then the Class M Units would have no value.

Conversion of Class M Units in Connection with our IPO

In connection with the IPO and the related reorganization transactions:

The New TMM Units and Holding Vehicle Performance Units retained the vesting schedule of, and relevant performance condition applicable for, the outstanding unvested Class M Units they replaced. Both the vested and unvested New TMM Units and Holding Vehicle Performance Units are entitled to receive distributions, if any, from New TMM and/or the TPG and Oaktree Holding Vehicles, as applicable, but distributions (other than tax distributions) in respect of unvested New TMM Units are only delivered to the holder when, as, and if such units ultimately vest. The vesting and other terms applicable to replaced Class Mthe New TMM Units and Holding Vehicle Performance Units are contained in individual rollover award agreements and subject to the terms of the applicable plan documents.

Individuals who received the above-mentioned New TMM Units in connection with the reorganization transactionsour IPO also received a number of shares of our Class B common stock equal to the number of New TMM Units they received. Each share of Class B common stock paired with a New TMM Unit will be vested or unvested to the same extent as the New TMM Unit with which it is paired. There are no voting rights associated with the New TMM Units, whether vested or unvested, but each share of Class B common stock carries one vote, including both vested and unvested shares of Class B common stock.

Liquidity in Respect of New TMM Units and Holding Vehicle Performance Units

Our named executive officers had the opportunity to elect to sell a portion of Once vested, holders may exchange their vested New TMM Units in connection with our IPO. For those who made this election, vested New TMM Units were exchanged for shares of our Class A common stock on a one-for-one basis and we sold such shares of our Class A common stock to the underwriters in our IPO. The sale price per share was the price per share paid to us by the underwriters of our IPO.

Following the IPO, management may obtain liquidity by exchanging vested New TMM Units (including any units that were vested at the time of the IPO but not sold by the officer at that time) and the corresponding number of shares of our Class B common stock for shares of our Class A common stock on aone-for-one basis, and selling such shares of Class A common stock.

Liquidity for Holding Vehicle Performance Units will occur any time TPG or Oaktree exchange New TMM Units for shares of our Class A common stock (and then sell such shares of Class A common stock), through distribution of the proceeds from such sale through the distribution waterfall of the respective entity, as applicable; provided, that Holding Vehicle Performance Units will not receive any such distributions until such units are vested.

Equity Awards (IPO Equity Grants)

In connection with our IPO, the compensation committee adopted the 2013 Equity Plan, pursuant to which we are permitted to grant awards of non-qualified options, incentive (qualified) stock options, stock appreciation rights, restricted stock, RSUs, other stock-based awards, performance compensation awards (including cash bonus awards),