Leonard Sturm
Director at DFH
Board
About Leonard M. Sturm
Leonard M. Sturm, age 70, has served as an independent director of Dream Finders Homes since September 2022. He retired in 2014 after a 37‑year career as a KPMG audit partner focused on public company audits, SOX 404 internal controls, and quality review, and is designated by DFH’s Board as an “audit committee financial expert.” He currently chairs DFH’s Audit Committee and serves on the Compensation and Nominating & Governance Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP (New York) | Audit Partner; New York audit leadership; Department of Professional Practice (national quality review) | ~1977–2014 | Led public company audits and SOX 404 work; national quality review responsibilities; member of KPMG’s audit committee (3 years) |
| LISTnet (Long Island tech network) | Founder, Treasurer, Board Member | n/a | Industry engagement and governance |
| Long Island Software & Technology Incubator | Chairman, Board of Directors | n/a | Ecosystem development and oversight |
| Gold Coast Villas Association | Treasurer, Board of Directors | n/a | Financial oversight |
| Huntington Chamber of Commerce | Board Member | n/a | Community/economic engagement |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Jolley Holding Aruba | Director; Chair, Audit Committee | Private diversified (real estate, auto, retail/wholesale) | Oversees financial statements integrity, risk, internal controls, and audit oversight |
| Esplanade Lake Club HOA | Director | Homeowners Association | Governance oversight |
Board Governance
- Committee assignments (2024): Audit (Chair); Compensation (Member); Nominating & Governance (Member). The Board met 6 times in 2024; Audit 5; Compensation 6; Nominating & Governance 5.
- Independence: DFH’s Board determined all directors other than the CEO are independent, including Mr. Sturm; all members of the Audit Committee are independent and financially literate. Sturm is designated an “audit committee financial expert.”
- Attendance/engagement: All directors attended the 2024 shareholder meeting (in person or virtually).
- Leadership structure/context: DFH is a “controlled company” under NYSE rules but has elected not to use governance exemptions; there is no lead director, and oversight is executed through strong committees.
- Risk oversight (Audit Committee): Quarterly engagement with PwC, oversight of financial reporting, internal controls, related‑party transactions, and executive sessions with the auditor.
Fixed Compensation
| Component (Non‑Employee Director) | 2024 Policy | 2024 Sturm Actual | 2025 Policy Update |
|---|---|---|---|
| Annual cash retainer | $50,000 | Included in $105,000 cash fees | Unchanged (option to take stock instead of cash) |
| Audit Committee chair fee | $35,000 | Included in $105,000 cash fees | Increased to $50,000 |
| Other committee chair fee | $15,000 | n/a (not chair) | Increased to $20,000 |
| Committee member fee (per committee) | $10,000 | Included in $105,000 (Comp + N&G memberships) | Unchanged |
| Total cash fees (Sturm) | n/a | $105,000 | n/a |
Notes:
- 2025: Directors can elect restricted stock (1‑year vest) in lieu of cash retainers.
Performance Compensation
| Equity Element | 2024 Grant Value (Sturm) | Instrument | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual director equity | $100,019 | Restricted stock (RSUs) | One‑year vest | None disclosed (time‑vested only) |
DFH’s non‑employee director equity is time‑based; the proxy discloses no performance‑conditioned metrics for director awards.
Other Directorships & Interlocks
| Type | Company | Public/Private | Role | Interlock/Conflict Note |
|---|---|---|---|---|
| Board | Jolley Holding Aruba | Private | Director; Audit Chair | No DFH‑disclosed conflict; distinct private group |
| Board | Esplanade Lake Club HOA | Private | Director | No DFH‑disclosed conflict |
- The proxy does not list Mr. Sturm as serving on any other U.S. public company boards; no interlocks requiring disclosure are identified.
Expertise & Qualifications
- 37 years as KPMG audit partner with SOX 404/internal control expertise; authored annual NY regional software industry outlook; broad board/audit leadership across organizations.
- DFH “audit committee financial expert” designation, independence, and financial literacy confirmed by the Board.
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Notes on Unvested Equity (excluded from beneficial total) |
|---|---|---|---|
| Leonard M. Sturm | 12,846 | <1% | 2,457 RSUs vest 3/8/2026; 4,665 RSUs vest 3/5/2026 (time‑vested) |
- Director stock ownership guideline: 5x annual cash retainer; all non‑employee directors were in compliance as of April 11, 2025.
Governance Assessment
-
Strengths
- Audit Committee leadership: Sturm chairs Audit and is an SEC‑defined audit committee financial expert; committee operates under a robust charter with quarterly auditor engagements and executive sessions—supports financial reporting oversight.
- Independence and engagement: Board majority independent; all directors attended the 2024 shareholder meeting; committee structure provides effective oversight without a lead director.
- Director pay structure: Balanced cash/equity mix; equity is time‑vested RSUs aligning with shareholder interests; clear, market‑based retainers; 2025 enhancements increase Audit Chair compensation reflecting workload.
-
Potential Risks/Red Flags (company‑level context; no direct linkage to Sturm disclosed)
- Controlled company: Concentrated voting control could limit minority shareholder influence despite DFH not currently using NYSE “controlled company” exemptions.
- Related‑party transactions: Material relationships include DF Capital land banking (with director/management commitments disclosed for others) and the CEO aircraft lease; Mr. Sturm is not listed among DF Capital committers and has no disclosed related‑party transactions.
- Hedging/pledging policy permits certain arrangements with pre‑clearance (policy context); no such arrangements are disclosed for Mr. Sturm.
-
Shareholder sentiment
- 2024 Say‑on‑Pay support exceeded 99%, signaling broad investor confidence in compensation governance and oversight during the period.
Director Compensation Detail (2024)
| Name | Fees earned/paid in cash ($) | Stock awards ($) | Total ($) |
|---|---|---|---|
| Leonard M. Sturm | 105,000 | 100,019 | 205,019 |
Committee & Meetings Snapshot (2024)
| Committee | Role | Meetings |
|---|---|---|
| Audit | Chair (Sturm) | 5 |
| Compensation | Member (Sturm) | 6 |
| Nominating & Governance | Member (Sturm) | 5 |
| Board | Director | 6 |
Attendance note: All directors attended the 2024 shareholder meeting (in person or virtually).
Related‑Party/Conflict Check (Mr. Sturm)
- DF Capital commitments disclosed for other insiders (Zalupski, Lovett, Moran, Ramsay); Mr. Sturm not listed.
- No transactions naming Mr. Sturm in the “Certain Relationships and Related Party Transactions” section.
- No delinquent Section 16(a) reports for Mr. Sturm disclosed (company noted one late CEO filing).
Overall, Mr. Sturm brings deep audit, internal control, and governance expertise as Audit Chair and financial expert, with no disclosed related‑party transactions or conflicts. The committee workload and policy enhancements for 2025 support his role’s significance; the controlled‑company structure and broader related‑party ecosystem are monitoring areas, but none are attributed to Sturm individually in DFH’s disclosures.