DEF 14A of Smith Douglas Homes Corp.
Filed Apr 23, 2025 · FY20240001982518-25-000012
Proposal 1: Election of Directors
Proposal 1: Election of Directors We currently have eight directors on our Board. Each of the eight directors, Thomas L. Bradbury, Gregory S. Bennett, Julie M. Bradbury, Neill B. Faucett, Jeffrey T. Jackson, George Ervin Perdue III, Janice E. Walker, and Neil B. Wedewer, have been nominated for election as directors to hold office until the annual meeting of stockholders to be held in 2026 and until each such director’s respective successor is duly elected and qualified or until each such director’s earlier death, resignation, or removal. As set forth in our Amended and Restated Certificate of Incorporation, subject to the rights of holders of any series of Preferred Stock to elect directors, all director nominees will stand for election for one-year terms that expire at the following year’s annual meeting. The current terms of each of our directors will expire at the Annual Meeting. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented thereby for the election as a director of the persons whose names and biographies appear below. In the event that any of Thomas L. Bradbury, Gregory S. Bennett, Julie M. Bradbury, Neill B. Faucett, Jeffrey T. Jackson, George Ervin Perdue III, Janice E. Walker, and Neil B. Wedewer should become unable to serve, or for good cause will not serve as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. The Board has no reason to believe that any of Thomas L. Bradbury, Gregory S. Bennett, Julie M. Bradbury, Neill B. Faucett, Jeffrey T. Jackson, George Ervin Perdue III, Janice E. Walker, and Neil B. Wedewer will be unable to serve if elected. Each of Thomas L. Bradbury, Gregory S. Bennett, Julie M. Bradbury, Neill B. Faucett, Jeffrey T. Jackson, George Ervin Perdue III, Janice E. Walker, and Neil B. Wedewer has consented to being named in this proxy statement and to serve if elected.
Director Nominees
Director Nominees The current members of the Board who are also nominees for election to the Board as directors are as follows:
Director Nominees
| Name | Age | Position(s) | | Thomas L. Bradbury | 80 | Executive Chairman and Director | | Gregory S. Bennett | 59 | President, Chief Executive Officer, Vice Chairman, and Director | | Julie M. Bradbury | 50 | Director | | Neill B. Faucett | 80 | Director | | Jeffrey T. Jackson | 59 | Director | | George Ervin Perdue III | 78 | Director | | Janice E. Walker | 52 | Director | | Neil B. Wedewer | 72 | Director |
Director Nominees
The principal occupations and business experience, for at least the past five years, of each director nominee for election at the upcoming Annual Meeting are as follows: Thomas L. Bradbury is the founder and Executive Chairman of Smith Douglas and has served as a member of our Board since its formation and as the Chairman of Smith Douglas Holdings, LLC’s board of managers since 2016. He previously served as our Chief Executive Officer from inception until December 2019. Mr. Bradbury is also the founder and Chief Executive Officer of SMART Builder Solutions, LLC, a provider of intelligent building technologies, and General Manager of Bradbury Farms, a privately held sod producer. Mr. Bradbury served as a consultant with KB Home, a privately held home building company, until 2005. Prior to this, Mr. Bradbury served as the Chief Executive Officer of Colony Homes of Atlanta, a privately held home building company which he founded in 1975, until 2003 when it was sold to KB Home. During his time at Colony Homes, Mr. Bradbury also chaired its board of directors. Mr. Bradbury holds a bachelor’s degree in business administration from the University of Georgia. We believe Mr. Bradbury is qualified to serve on Smith Douglas’ Board due to his business expertise, extensive industry experience, and daily insight into our business as our founder and Executive Chairman. Gregory S. Bennett has served as the Chief Executive Officer and President of Smith Douglas since December 2019 and as a member of our Board since its formation. Prior to that, Mr. Bennett served as our Chief Operating Officer since 2015. Before joining Smith Douglas, Mr. Bennett operated his own privately held homebuilding company, Greg Bennett Homes, which he founded in 2004. Before founding Greg Bennett Homes, Mr. Bennett served as Executive Vice President for the Atlanta market of KB Home between 2003 and 2004 after the acquisition of Colony Homes, where he previously served in various roles from 1983 onwards, culminating in Region President between 1999 and 2003. Mr. Bennett holds a Construction Management degree from Georgia Northwestern Technical College. We believe Mr. Bennett is qualified to serve on Smith Douglas’ Board due to his business expertise, extensive industry experience, and daily insight into our business as our President, Chief Executive Officer, and Vice Chairman. Julie M. Bradbury has served as a member on our Board since its formation and as a member of Smith Douglas Holdings LLC’s board of managers since 2016. She previously served as a member of the board of directors of Colony Homes from 2001 to 2003 and is also currently serving as a member of the board of directors of several non-profit organizations. Ms. Bradbury serves as the Vice President at Bradbury Farms, a privately held sod producer, as well as a director of the Bradbury Family Office where she oversees estate planning strategies, investment objectives, philanthropic planning, corporate accounting, and tax/strategic planning. Ms. Bradbury began her career in public accounting at PricewaterhouseCoopers and Ernst & Young where she specialized in international corporate tax transactions. Following these roles, she served in finance and controller positions for two early-stage high growth companies, helping to scale them into market leaders. She holds a Bachelor of Science in Business Administration and Accounting from Washington and Lee University. We believe Ms. Bradbury is qualified to serve on Smith Douglas’ Board due to her knowledge of accounting and finance and extensive business experience. Neill B. Faucett has served as a member on our Board since January 2024. Mr. Faucett has served as a consultant to Lubert Adler Partners, a private real estate equity firm headquartered in Philadelphia, since January 2020. Prior to this, Mr. Faucett opened the Atlanta office of Lubert Adler Partners in 2006 and served as a Managing Principal and member of the investment committee of Lubert Adler Partners from 2006 to 2019. Before joining Lubert Adler Partners, Mr. Faucett formed Faucett Consulting, Inc. in 1994. Faucett Consulting, Inc. advises real estate clients in equity and financing transactions as well as strategic planning and business structures. Mr. Faucett began his career at Arthur Andersen LLP before leaving the firm in 1970 to become a founding partner of an Atlanta accounting firm, Faucett, Taylor & Associates, where he concentrated on real estate. He was a practicing Certified Public Accountant for twenty-four years. Mr. Faucett has a Bachelor of Business Administration in Accounting from Auburn University. We believe Mr. Faucett is qualified to serve on Smith Douglas’ Board due to his extensive experience in the real estate investment sector and his knowledge of accounting and finance. Jeffrey T. Jackson has served as a member on our Board since its formation and as a member of Smith Douglas Holdings LLC’s board of managers since 2016. Since May 2024, he has also served as the Chief Executive Officer of Cabinetworks Group, the largest privately held cabinetmaker in the United States. Previously, Mr. Jackson served as President and Chief Executive Officer of PGT Innovations, a publicly held building materials manufacturer and supplier, from 2018 to May 2024 and held various other roles at PGT Innovations since 2005, including Chief Financial Officer from 2005 to 2014 and Chief Operation Officer from 2014 to 2018. Prior to PGT Innovations, Mr. Jackson held various executive management roles with companies such as The Hershey Company, Coca-Cola, and KPMG. Mr. Jackson also served as a member on the board of directors of PGT Innovations from January 2016 to March 2024, and since January 2024, he has served on the board of directors of Astec Industries, a manufacturer of specialized equipment for asphalt road building, aggregate processing, and concrete production. He serves on the board of directors of the Sarasota Manatee Airport Authority, a role he has held since his appointment by Governor Ron DeSantis in 2020. Mr. Jackson has a Bachelor of Business Administration from the University of West Georgia and is a Certified Public Accountant in Georgia. We believe Mr. Jackson is qualified to serve on Smith Douglas’ Board due to his extensive business expertise, knowledge of strategy, finance, and management, and experience in the industry. George Ervin Perdue III has served as a member on our Board since January 2024. Dr. Perdue has served as the 14th chancellor of the University System of Georgia since February 2022, overseeing all public colleges and universities. Prior to this, Dr. Perdue was the 31st Secretary of the U.S. Department of Agriculture from April 2017 to January 2021. He also served two terms as the governor of Georgia, from 2003 to 2011, and was a member of the Georgia State Senate from 1991 to 2001, where he chaired the Senate Higher Education Committee and eventually became Senate President Pro Tempore. Dr. Perdue earned his Doctor of Veterinary Medicine degree from the University of Georgia. He is also a veteran, serving three years in the U.S. Air Force. During this period of public service, he also founded several successful agricultural businesses. We believe Dr. Perdue is qualified to serve on Smith Douglas’ Board due to his extensive business and leadership experience.
Director Nominees
Janice E. Walker has served as a member on our Board since January 2024. Ms. Walker served as Chief Operating Officer of Hines Global Income Trust, Inc., a publicly held real estate investment trust investing globally in commercial real estate, from June 2019 until her retirement from such position in April 2024, and has served as a part-time consultant for a privately held vertically-integrated retail investment company since June 2024. She also held the role of a Senior Managing Director within the investment management business of Hines Interests LP, a privately held global real estate firm from May 2019 to April 2024. Prior to this, Ms. Walker has held various investment management roles at Hines Interests LP since February 2005. Ms. Walker started her career as an audit manager and Certified Public Accountant at Arthur Andersen LLP. Ms. Walker received both a Bachelor of Business Administration in Accounting and a Master of Science in Accounting from Texas Tech University. We believe Ms. Walker is qualified to serve on Smith Douglas’ Board due to her business and leadership experience and her insight into operating, advising, and investing in the real estate sector. Neil B. Wedewer has served as a member on our Board since its formation and as a member of Smith Douglas Holdings LLC’s board of managers since December 2022. Mr. Wedewer previously served as Atlanta Area President of Charter Bank (now South State Bank) from 2008 to 2016. Prior to that, he was the Chief Credit Officer at First Covenant Bank from September 2007 to July 2008 and the Executive Vice President of SunTrust Banks (now Truist) from 1983 to 2007. Mr. Wedewer has a Bachelor of Arts from The Citadel. We believe Mr. Wedewer is qualified to serve on Smith Douglas’ Board due to his operational background and his knowledge of strategy, finance, and management.
Russell Devendorf
Russell Devendorf Russell Devendorf has served as the Chief Financial Officer and Executive Vice President of Smith Douglas since 2017. Prior to joining Smith Douglas, Mr. Devendorf was a Senior Advisor at Whelan Advisory, a boutique investment bank, from 2017 to 2018, before which he was the Senior Vice President and Chief Financial Officer for WCI Communities, a publicly traded homebuilder, from 2008 through 2017. Prior to 2008, he served in several senior level finance positions with Meritage Homes Corporation and TOUSA, Inc., both national, publicly traded homebuilding companies. He began his career as an auditor at Ernst & Young LLP in its real estate practice and holds a Master of Accounting and a Bachelor of Science in Accounting from Florida State University. Mr. Devendorf has been a member of the Florida State University Department of Accounting’s Professional Advisory Board since 2024. Mr. Devendorf is a Certified Public Accountant and a Certified Treasury Professional (inactive). Brett A. Steele has served as our Vice President, General Counsel, and Secretary since 2018. Prior to his time at Smith Douglas, Mr. Steele was the Vice President and Chief Legal Officer for Habitat for Humanity in Atlanta, Inc. from 2015 to 2018 and the Associate General Counsel and Chief Compliance Officer for Beazer Homes USA, Inc. from 2007 to 2015. At the outset of his career, Mr. Steele was an associate at King & Spalding in their Construction and Procurement Group from 1999 to 2004. He has a Bachelor of Arts degree from Huntingdon College and a Juris Doctor degree from Mercer University.
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the total compensation of our named executive officers for the fiscal years ended December 31, 2024 and 2023:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Gregory S. Bennett | 2024 | 980,288 | — | — | 5,279,670 | 27,290 | 6,287,248 | | President, Chief Executive Officer, & Vice Chairman | 2023 | 250,000 | — | — | — | 1,841,703 | 2,091,703 | | Thomas L. Bradbury(5) | 2024 | 969,871 | 250,000 | — | — | 8,702 | 1,228,573 | | Executive Chairman | | | | | | | | | Russell Devendorf | 2024 | 650,000 | 1,200 | 5,999,994 | 1,313,837 | 14,700 | 7,979,731 | | Executive Vice President & Chief Financial Officer | 2023 | 650,000 | 1,800 | — | 1,187,226 | 14,161 | 1,853,187 |
Summary Compensation Table
_______________ (1)Amounts reflect a discretionary annual cash incentive bonus earned by Mr. Bradbury with respect to 2024 ($250,000) and a one-time discretionary “holiday” cash bonus ($1,200) paid to Mr. Devendorf during 2024. (2)Amount reflects the full grant-date fair value of a restricted stock unit award granted to Mr. Devendorf during 2024 computed in accordance with ASC Topic 718, rather than the amount paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of the restricted stock unit award granted to Mr. Devendorf in Note 1 to the financial statements for the fiscal year ended December 31, 2024, included in our Annual Report on Form 10-K filed with the SEC on March 21, 2025. We provide additional information regarding such award in “—Narrative to Summary Compensation Table—Equity compensation” below. (3)Amounts reflect annual cash incentive bonuses earned by each of Messrs. Bennett and Devendorf, and long-term cash incentive bonuses paid to Mr. Devendorf with respect to the applicable year. We provide additional information regarding such bonuses in “—Narrative to Summary Compensation Table—2024 Cash incentive compensation” below. (4)Amounts reported for each of the named executive officers for 2024 include (i) safe harbor matching contributions made by us under our 401(k) plan ($13,242 for Mr. Bennett and $13,800 for Mr. Devendorf); (ii) Company-paid reimbursement of cell phone expenses ($900 for each of Messrs. Bennett and Devendorf); and (iii) the aggregate incremental cost to us of personal use of our aircraft ($13,148 for Mr. Bennett and $8,702 for Mr. Bradbury). (5)Mr. Bradbury was not a named executive officer for 2023.
Outstanding Equity Awards at 2024 Fiscal Year End
Outstanding Equity Awards at 2024 Fiscal Year End The following table sets forth information regarding outstanding equity incentive plan awards held by our named executive officers as of December 31, 2024. All awards were granted under our 2024 Plan.
Outstanding Equity Awards at 2024 Fiscal Year End
| | | Stock Awards | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Russell Devendorf(2) | 1/16/2024 | 285,714 | $7,325,707 |
Outstanding Equity Awards at 2024 Fiscal Year End
(1)Amounts are calculated based on multiplying the number of shares underlying the restricted stock units shown in the table by the per share closing price of our common stock on December 31, 2024, which was $25.64. (2)Reflects the time-vesting IPO award of restricted stock units that vested with respect to one-sixth of such award on January 16, 2025, and the remainder of which will vest in substantially equal installments on each of the next five anniversaries thereafter, subject to Mr. Devendorf’s continued employment through the applicable vesting date. The award is subject to certain accelerated vesting provisions in connection with a qualifying termination of Mr. Devendorf’s employment that occurs within two years following a “change in control”, as further described in the section titled “—Executive compensation—Equity compensation—IPO equity awards” above.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION During the fiscal year ended December 31, 2024, our non-employee directors were Ms. Bradbury, Mr. Jackson, Mr. Wedewer, Mr. Faucett, Dr. Perdue, and Ms. Walker. Messrs. Bennett and Bradbury are also members of our board of directors, but did not receive any compensation for service as a director during 2024.
Pre-IPO Director Compensation
Pre-IPO Director Compensation In 2024, prior to the IPO, each non-employee director was entitled to receive an annual cash retainer fee equal to $75,000, and Mr. Jackson was entitled to receive an additional cash retainer fee equal to $20,000 for his service on the audit committee of our board of directors, in each case, prorated for any partial year of service.
Post-IPO Non-employee director compensation program
Post-IPO Non-employee director compensation program We adopted, and our stockholders approved, a compensation program for our non-employee directors, or the Director Compensation Program, which became effective in connection with the completion of our IPO on January 16, 2024. The Director Compensation Program provides for annual cash retainer fees and long-term equity awards for each of our non-employee directors. The material terms of the Directors Compensation Program for 2024 are summarized below. The Director Compensation Program consists of the following components:
2024 Director compensation table
2024 Director compensation table The following table sets forth information regarding the compensation awarded to, earned by, or paid to the non-employee directors who served on our board of directors during fiscal year 2024:
2024 Director compensation table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Julie M. Bradbury | 75,000 | 250,005 | 325,005 | | Neill B. Faucett | 86,291 | 174,993 | 261,284 | | Jeffrey T. Jackson | 115,000 | 250,005 | 365,005 | | George Ervin Perdue III | 67,115 | 174,993 | 242,108 | | Janice E. Walker | 76,703 | 174,993 | 251,696 | | Neil B. Wedewer | 90,000 | 174,993 | 264,993 |
2024 Director compensation table
_______________ (1)Amounts reflect the full grant-date fair value of restricted stock unit awards granted during 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all restricted stock unit awards granted to our directors in Note 1 to the financial statements for the fiscal year ended December 31, 2024, included in our Annual Report on Form 10-K filed with the SEC on March 21, 2025. The table below shows the aggregate numbers of unvested restricted stock units held as of December 31, 2024 by each non-employee director.
2024 Director compensation table
| Name | Unvested RSU Awards Outstanding at 2024 Fiscal Year End | | Julie M. Bradbury | 11,077 | | Neill B. Faucett | 7,505 | | Jeffrey T. Jackson | 11,077 | | George Ervin Perdue III | 7,505 | | Janice E. Walker | 7,505 | | Neil B. Wedewer | 7,505 |