Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.




Executive Officer Changes

As NVR, Inc. ("NVR") reported in its Form 8-K filed on March 24, 2022 with the
Securities and Exchange Commission ("SEC"), the following executive officer
changes occurred effective May 4, 2022: Paul C. Saville was elected to the Board
of Directors of NVR (the "Board") at NVR's Annual Meeting of Shareholders, and
was appointed by the Board to serve as the Executive Chairman of the Board; and
the Board appointed Eugene J. Bredow, who previously served as President of NVR
Mortgage Finance, Inc. ("NVR Mortgage"), to succeed Mr. Saville as NVR's
President and Chief Executive Officer.

In connection with Mr. Saville's appointment as the Executive Chairman of the
Board, NVR entered into an amendment to the employment agreement with Mr.
Saville. All material terms and conditions remain unchanged from Mr. Saville's
existing employment agreement, copies of which are attached as Exhibits 10.1 and
10.7 to NVR's Form 10-K filed on February 16, 2022 with the SEC and incorporated
herein by reference.

Mr. Bredow, age 52, has been employed by NVR since 2004. He served most recently
as President of NVR Mortgage, a position he had held since April 1, 2019. Mr.
Bredow served as Senior Vice President and Chief Administrative Officer of NVR
from March 1, 2018 through March 31, 2019, served as Vice President and
Controller from June 1, 2012, and served as Chief Accounting Officer from
February 2016 until March 1, 2018. As approved on May 4, 2022 by the
Compensation Committee of the Board (the "Compensation Committee"), Mr. Bredow
in his new role as President and Chief Executive Officer will earn a base salary
of $800,000 and will continue to participate in the 2022 Executive Officer
Annual Incentive Compensation Plan as described in Exhibit 10.49 of NVR's Annual
Report on Form 10-K filed February 16, 2022 with the SEC. Mr. Bredow's maximum
potential payout under the Annual Incentive Compensation Plan is equal to 100%
of his base salary. The amendment also included changes to Mr. Bredow's stock
holding requirement and termination provisions. All other material terms and
conditions remain unchanged from Mr. Bredow's existing employment agreement,
copies of which are filed as Exhibits 10.3, 10.4 and 10.5 to NVR's Form 10-K
filed on February 16, 2022 with the SEC and incorporated herein by reference.

Additionally, NVR entered into an amendment to the employment agreement with
Daniel D. Malzahn, Senior Vice President, Chief Financial Officer and Treasurer,
on May 4, 2022 to correct a drafting error in a section reference. All material
terms and conditions remain unchanged from Mr. Malzahn's existing employment
agreement, a copy of which was filed as Exhibit 10.2 to NVR's Form 10-Q filed
with the SEC on November 6, 2015 and incorporated herein by reference.

The foregoing descriptions of the amendments to the employment agreements of
Messrs. Saville, Bredow and Malzahn do not purport to be complete and are
subject to, and qualified in their entirety by, the full text of the amended
employment agreements, copies of which are attached hereto as Exhibits 10.1,
10.2 and 10.3, respectively, and are incorporated in this Item 5.02 by
reference.

Option Grants

On May 4, 2022 (the "Grant Date"), the Compensation Committee approved the grant of non-qualified stock options to purchase NVR, Inc. common stock (the "Options") to the following executive officers of NVR:

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Name and Principal Position                                            Options Granted
Paul C. Saville, Executive Chairman of the Board

27,500

Eugene J. Bredow, President and Chief Executive Officer

12,700

Daniel D. Malzahn, Senior Vice President, Chief Financial Officer and Treasurer

9,050

Matthew B. Kelpy, Vice President, Chief Accounting Officer and
Controller                                                                        2,000



Each executive officer's awards consisted of two awards, each covering half of
the number of Options listed above. One of the Options is a time-based option
which will vest in 25% increments on each of December 31, 2024, 2025, 2026 and
2027, provided the executive officer remains employed by NVR on the relevant
vesting date. The other award is performance-based and will vest on the same
terms as the time-based options, subject to an additional requirement that
vesting will occur based on NVR's return on capital performance during the three
year period from 2022 through 2024.

The exercise price of each of the options is $4,475.53 per share, which was the closing price of NVR's common stock on the day preceding the Grant Date.



All of the Options were granted under the NVR, Inc. 2014 Equity Incentive Plan,
a copy of which was filed as Exhibit 10.1 to NVR, Inc.'s Registration Statement
on Form S-8 filed with the SEC on May 7, 2014.

Additional terms of the time-based options granted to our executive officers are
set forth in the form of Non-Qualified Stock Option Agreement, filed herewith as
Exhibit 10.4. Additional terms of the performance-based options granted to our
executive officers are set forth in the form of Non-Qualified Stock Option
Agreement, filed herewith as Exhibit 10.5.

Item 5.07 Submission of Matters to a Vote of Security Holders.



On May 4, 2022, NVR, Inc. held its Annual Meeting of Shareholders. There were
3,360,105 shares of NVR's common stock eligible to vote at the Annual Meeting.
The following are the matters voted upon at the Annual Meeting and the final
results of the votes on such matters:

1. Election of all directors for one-year terms:


                         Votes For    Votes Against    Abstentions     Broker Non-votes
Paul C. Saville           2,892,279            44,538            774              269,804
C.E. Andrews              2,845,145            91,232          1,214              269,804
Sallie B. Bailey          2,921,727            14,899            965              269,804
Thomas D. Eckert          2,772,169           164,452            970              269,804
Alfred E. Festa           2,827,511           107,297          2,783              269,804
Alexandra A. Jung         2,909,324            27,053          1,214              269,804
Mel Martinez              2,910,258            26,340            993              269,804
David A. Preiser          2,380,010           556,605            976              269,804
W. Grady Rosier           2,867,063            69,533            995              269,804
Susan Williamson Ross     2,904,996            31,623            972              269,804

2. Ratification of the appointment of KPMG LLP as Independent Auditor for the year ending December 31, 2022:

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 Votes For    Votes Against    Abstentions
 2,999,330       207,273           792



3. Approval, in a non-binding advisory vote, of the compensation of NVR's named
executive officers:
 Votes For    Votes Against    Abstentions     Broker Non-votes
 2,816,481       100,870          20,240           269,804

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Exhibit Number                            Exhibit Description

10.1                                        Amendment No. 1 to the

Employment Agreement between NVR, Inc. and Paul

C. Saville dated May 4, 2022. Filed herewith.
10.2                                        Amendment No. 3 to the

Employment Agreement between NVR, Inc. and Eugene

J. Bredow dated May 4, 2022. Filed herewith.
10.3                                        Amendment No. 1 to the

Employment Agreement between NVR, Inc. and Daniel

D. Malzahn dated May 4, 2022. Filed herewith.
10.4                                        The Form of Non-Qualified Stock

Option Agreement (Management time-based


                                          grants) under the NVR, Inc. 2014 Equity Incentive Plan. Filed herewith.
10.5                                        The Form of Non-Qualified Stock

Option Agreement (Management


                                          performance-based grants) under

the NVR, Inc. 2014 Equity Incentive Plan.


                                          Filed herewith.
104                                       Cover Page Interactive Data File

(embedded within the Inline XBRL


                                          document).

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