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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