Justin Udelhofen

About Justin W. Udelhofen

Independent director of Dream Finders Homes (DFH) since January 2021; age 45. Former principal/fund founder with deep public‑markets investment experience; designated audit committee financial expert. Currently serves on the Audit, Compensation, and Nominating & Governance Committees; independent under NYSE standards. DFH is a “controlled company,” but the Board has elected not to use available governance exemptions.

Past Roles

Organization	Role	Tenure	Committees/Impact
Private Investor	Private investor	Jul 2020–present	Brings public‑market perspective to DFH board deliberations
Durant Partners LLC	Founder and Principal	Oct 2016–Jun 2020	Small/mid‑cap equities focus; board notes capital markets expertise
Water Street Capital	Investment professional	2006–Apr 2016	Multi‑billion AUM; long‑tenured fundamental investing background
Fred Alger Management	Research (growth mutual fund)	Prior to Needham; dates not specified	Research coverage of public companies
Needham & Company	Investment banking/research	Prior to Alger; dates not specified	Strategic insights to issuers, IPOs/secondaries exposure

External Roles

Organization	Role	Tenure	Notes
—	—	—	No other public company directorships disclosed for Udelhofen in DFH 2025 proxy

Board Governance

Independence and roles: Independent director; member of Audit (financial expert), Compensation, and Nominating & Governance Committees. Not a committee chair.
Meeting cadence and engagement: Board met 6x in 2024; Audit 5x; Compensation 6x; Nominating & Governance 5x. All directors attended the 2024 shareholder meeting (in person or virtually).
Controlled company posture: DFH is a controlled company under NYSE rules but is not using exemptions (e.g., maintains majority independent board and fully independent key committees).
Lead director: No lead independent director; the board relies on independent committees and experienced members.
Committee remits: Audit oversees financial reporting, internal controls, auditor oversight, and related‑party transactions; Compensation sets executive and director pay and monitors aircraft usage policy; Nominating & Governance manages board evaluations, succession planning oversight, governance documents, and cybersecurity oversight.

Fixed Compensation (Director Pay)

Component (2024)	Amount (USD)	Notes
Annual cash retainer	$50,000	Standard for non‑employee directors
Committee member fees	$30,000	Three committees at $10,000 each (non‑chair)
Fees earned (cash, reported)	$80,000	Matches schedule for 2024
Annual RSU grant (time‑vest)	$100,019	One‑year vesting; grant‑date fair value
Total director compensation (2024)	$180,019	Sum of cash and equity

Notes on 2025 structure: Audit Chair retainer increased to $50,000; other committee chairs to $20,000; annual restricted stock award increased to $125,000; option to take restricted stock (1‑year vest) in lieu of cash retainers.

Performance Compensation

Feature	Detail
Performance-based elements	None disclosed for directors; director equity is time‑based RSUs (no performance metrics)
Vesting	Director RSUs vest over one year of service

Other Directorships & Interlocks

Item	Status
Current public company boards	None disclosed for Udelhofen
Compensation Committee interlocks	None; no DFH executive serves on boards/committees of entities with DFH executives; committee members (incl. Udelhofen) have never been DFH officers/employees

Expertise & Qualifications

Capital markets and public‑company investing; IPO/secondary transaction exposure; multi‑billion AUM institutional experience. Designated audit committee financial expert under SEC rules.
Skills aligned with DFH board matrix (finance, capital markets, risk, governance).

Equity Ownership

Category	Detail
Beneficial ownership (Class A)	27,919 shares (<1%)
Unvested RSUs (director grants)	2,457 RSUs vest Mar 8, 2026; 4,665 RSUs vest Mar 5, 2026 (time‑based; subject to continued service)
Pledging/hedging	No pledging/hedging disclosed for Udelhofen; DFH policy permits pledging/hedging only with pre‑clearance and limits (company‑wide)
Director stock ownership guideline	5x annual cash retainer; all non‑employee directors were in compliance as of Apr 11, 2025

Governance Assessment

Positives
- Independent, financially sophisticated director serving on all three key committees; designated audit committee financial expert, strengthening oversight of reporting and RPTs.
- Compensation and governance structures are independent; say‑on‑pay support exceeded 99% in 2024, signaling strong shareholder alignment.
- Director ownership guideline (5x retainer) with confirmed compliance; ability to elect equity in lieu of cash in 2025 further aligns incentives.
- Although a controlled company, DFH voluntarily forgoes NYSE exemptions, maintaining majority independent board and independent committees.
Watch items / potential red flags (company‑level context)
- Controlled company structure concentrates voting power with CEO; continued independent oversight remains critical.
- Significant related‑party ecosystem (DF Capital lot banking; CEO aircraft lease) requires rigorous Audit Committee oversight; no related‑party transactions disclosed involving Udelhofen.
- Insider trading policy permits pledging/hedging with pre‑clearance and limits (company‑wide), which some investors view as an alignment risk; no such activity disclosed for Udelhofen.
Attendance/engagement signals
- Board/committee meeting cadence was regular in 2024; all directors attended the 2024 shareholder meeting. Continued disclosure of per‑director attendance would further enhance confidence.

Appendix: Committee Assignments and Meeting Frequency (2024)

Committee	Udelhofen Role	Chair	2024 Meetings
Audit	Member; Financial Expert	Leonard M. Sturm	5
Compensation	Member	W. Radford Lovett II	6
Nominating & Governance	Member	Megha H. Parekh	5
Board of Directors	Director	Chair: CEO (combined role)	6

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