Harry Brandler
Green Brick PartnersAbout Harry Brandler
Independent director of Green Brick Partners since October 2014; age 53. Former CFO of Greenlight Capital (2001–2019), prior CFO of Wheatley Partners (2000–2001), and Manager at Goldstein, Golub & Kessler (1996–2000). B.S. in Accounting from NYU (1993); Certified Public Accountant (NY, 1996). Committees: Compensation (Chair) and Governance & Sustainability .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Green Brick Partners (GRBK) | Independent Director | Oct 2014–present | Presided over independent director executive sessions throughout 2024 except the last; active Compensation Chair overseeing CEO and NEO pay and clawback policy . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greenlight Capital, Inc. | Chief Financial Officer | Dec 2001–Jan 2019 | Senior finance leadership for major GRBK shareholder; deep capital markets expertise . |
| Wheatley Partners (VC firm) | Chief Financial Officer | 2000–2001 | Oversaw back-office operations; restructured marketing, client relations, technology . |
| Goldstein, Golub & Kessler | Manager | 1996–2000 | Provided audit, tax, and consulting to investment partnerships/financial firms . |
Board Governance
- Independence: Board determined Brandler is independent under NYSE standards; noted his limited partnership interests in Greenlight-managed funds were not material and did not impair judgment .
- Executive sessions: Independent directors meet each quarterly meeting; Brandler presided over all executive sessions in 2024 except the last (presided by Lead Independent Director Elizabeth K. Blake) .
- Committee assignments and activity:
- Compensation Committee: Chair; 9 meetings in 2024; oversees CEO/NEO pay, incentive/equity plans, clawback policy, succession planning; engages independent consultants .
- Governance & Sustainability Committee: Member; 4 meetings in 2024; oversees governance guidelines, board composition/effectiveness, sustainability oversight .
- Attendance: Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings .
- Board structure: Separate Chair (David Einhorn) and CEO (James Brickman); Lead Independent Director is Elizabeth K. Blake .
| Committee | Role | 2024 Meetings | Key Oversight |
|---|---|---|---|
| Compensation | Chair | 9 | CEO/NEO compensation, incentives/equity, clawback policy, succession . |
| Governance & Sustainability | Member | 4 | Governance guidelines, board effectiveness, ESG oversight . |
Fixed Compensation
| Year | Cash Fees ($) | Equity Grants ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 60,000 | 259,426 | 319,426 | Standard director cash retainer $100,000; Compensation Chair additional $20,000; directors may elect to receive all/part of cash in restricted stock; Brandler elected partial stock . |
| 2024 Equity Detail | — | — | — | Annual equity grant: 2,701 restricted shares on Mar 5, 2024; vest on first anniversary if serving on Board . |
| Chair Retainers (2024) | — | — | — | Committee chair fees: Audit $25,000; Compensation/G&S/Insurance $20,000, paid quarterly . |
Performance Compensation
- No performance-based director compensation disclosed; director equity is time-based restricted stock vesting over one year .
Other Directorships & Interlocks
- Compensation Committee Interlocks: None—no member was a former officer/employee in 2024; no GRBK executive serves on boards/comp committees with reciprocal ties .
- External public company directorships for Brandler: Not disclosed in proxy (no additional boards listed in biography) .
Expertise & Qualifications
- Financial/accounting expertise: 23 years of finance, accounting, and management experience; CPA credential .
- Board skills matrix maintained by Governance & Sustainability Committee to align director skills with strategy (matrix summarized in proxy) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Harry Brandler | 114,770 | <1% | Includes 49,176 shares held by Brandler LLC; he disclaims beneficial ownership of LLC-held shares except to extent of pecuniary interest . |
| Restricted Stock Outstanding (12/31/2024) | 5,015 shares | — | Outstanding director restricted stock balance as of year-end . |
| Shares Outstanding (Record Date) | 44,112,612 | — | As of April 14, 2025 . |
Stock Ownership Guidelines: Directors required to hold shares equal to 5x annual cash retainer; five-year compliance window; must retain 100% of net shares from RSU/RS vesting until compliant .
Governance Assessment
- Strengths
- Independent status reaffirmed despite historical ties to Greenlight; presides over executive sessions, signaling active independent oversight .
- Robust committee leadership and activity: 9 Compensation Committee meetings in 2024; use of independent consultants (Pearl Meyer for 2024 benchmarking; FW Cook for CEO agreement and new LTI program design for 2025), both deemed independent with no conflicts .
- Alignment mechanisms: Director equity grants; ability to take cash retainer in stock (Brandler elected partial stock); strict stock ownership guidelines and clawback policy in place .
- Potential Conflicts / Red Flags
- Historical affiliation with Greenlight Capital (major shareholder) and limited partnership interests in Greenlight Funds; Board determined independence, noting immateriality and no management rights/compensation from the funds .
- Pledging policy vs. major holder practices: Company policy prohibits hedging/pledging by officers/directors ; Greenlight-affiliated holdings include pledged/margin-account and forward-sale shares (associated with Mr. Einhorn’s affiliates), which underscores the importance of strict compliance and board oversight; no pledging noted for Brandler .
- Investor confidence signals
- Active independent oversight and separation of Chair/CEO with a Lead Independent Director framework .
- Transparent director compensation with optional equity in lieu of cash; time-based vesting aligns with service continuity .
- Consistent attendance thresholds and frequent executive sessions bolster board effectiveness .
Overall, Brandler’s finance and governance expertise, coupled with his role as Compensation Committee Chair and presiding director, supports board effectiveness. Independence has been explicitly evaluated given Greenlight ties, with mitigating facts disclosed; equity elections and ownership guidelines indicate alignment, with no Brandler-specific pledging/hedging concerns disclosed .