Brian Ferguson
Legacy HousingAbout Brian J. Ferguson
Independent director since December 2023; age 46. Texas attorney (since 2005) and certified public accountant (since 2006), with audit, compliance, and regulatory consulting experience for public companies and RIAs. Owns and manages oil and gas interests in West Texas and real estate holdings in the Rio Grande Valley; commissioned officer in the U.S. Air Force Reserve. Education: University of Texas Undergraduate and Graduate Schools of Business (2002) and UT School of Law (2005).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private legal practice (Texas) | Attorney | 2005–present | Focus on audit, compliance, regulatory consulting |
| CPA credential | Certified Public Accountant | 2006–present | Financial literacy supporting audit committee work |
| Public cos./RIAs (various) | Consultant (audit, compliance, regulatory) | 2005–present | Governance, controls, and regulatory alignment |
| Private holdings | Owner/manager of oil & gas and real estate portfolios | Ongoing | Domain expertise; potential outside-business awareness |
| U.S. Air Force Reserve | Commissioned officer | Ongoing | Discipline and mission leadership |
External Roles
| Organization | Role | Committee Positions | Notes |
|---|---|---|---|
| Other public company boards | None disclosed | — | No external public board interlocks disclosed in proxy biography |
| Private holdings | Owner/manager | — | Oil & gas (West Texas), real estate (Rio Grande Valley) |
| U.S. Air Force Reserve | Commissioned officer | — | Active Reserve component |
Board Governance
- Independence: Board determined Ferguson is independent under Nasdaq and SEC rules; audit committee independence criteria satisfied.
- Board attendance: Board met 4 times in 2024; all directors attended. Directors attended the 2024 annual meeting.
- Executive sessions: Not disclosed.
- Lead independent director: Not disclosed.
| Committee | Ferguson Role | Chair | Members | 2024 Meetings |
|---|---|---|---|---|
| Audit Committee | Member | Jeffrey K. Stouder | Stouder (Chair), Ferguson, Howton | 6 |
| Compensation Committee | Member | Skyler M. Howton | Howton (Chair), Ferguson, Stouder | 2 |
| Nominations & Corporate Governance | Chair | Brian J. Ferguson | Ferguson (Chair), Howton | 1 |
Governance context:
- Internal control weaknesses disclosed in 2024 (design/monitoring of controls, personnel sufficiency, IT general controls). As Audit Committee member, oversight of remediation is a priority.
- Related party transactions exist with entities controlled by co-founder Kenneth E. Shipley (Bell Mobile Homes, Shipley Bros.); none involving Ferguson disclosed.
- Hedging policy: Company has not adopted a hedging policy for officers/directors, though insider trading policy restricts trading on MNPI.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $10,000 | $52,000 |
| Stock Awards ($) | $10,000 | $10,000 |
| Total ($) | $20,000 | $62,000 |
Compensation structure: Non-employee directors receive $10,000 per quarter cash plus an annual restricted stock grant of $10,000; additional cash compensation for committee membership/chair roles.
Performance Compensation
Director equity is time-based; no performance metrics disclosed for director awards.
| Award Type | Grant Value/Frequency | Vesting Schedule | Performance Metrics |
|---|---|---|---|
| Restricted stock (annual) | $10,000 per year | Vests at next annual meeting or in one year | None disclosed for directors |
Clawback: Company adopted an executive compensation clawback policy in December 2023; equity awards subject to clawback/recoupment for restatements or policy violations as determined by the Board.
Other Directorships & Interlocks
| Company | Role | Committee Positions | Interlock/Relationship |
|---|---|---|---|
| None disclosed | — | — | No public company board interlocks disclosed |
Compensation Committee interlocks: None; no cross-board executive overlaps.
Expertise & Qualifications
- Financial and regulatory expertise: Attorney and CPA; extensive audit/compliance consulting to public companies and RIAs.
- Industry exposure: Ownership in oil & gas and real estate; not directly overlapping with manufactured housing.
- Military leadership: Air Force Reserve officer.
- Board skill fit: Supports audit, compensation, and nominations governance requirements.
Equity Ownership
| Metric | Oct 25, 2024 | Oct 29, 2025 |
|---|---|---|
| Shares owned (#) | — (none disclosed) | 390 |
| % of shares outstanding | N/A | ~0.0016% (390 ÷ 23,868,727) |
- Vested vs unvested: Not disclosed for Ferguson; director grants vest time-based by the next annual meeting.
- Options (exercisable/unexercisable): None disclosed for directors; option awards shown for NEOs only.
- Pledging: No pledging disclosed for directors; hedging policy not adopted.
Insider Trades and Section 16 Compliance
| Name | Number of Late Reports | Transactions Not Reported Timely | Number of Reports Not Filed |
|---|---|---|---|
| Brian J. Ferguson | 1 | 1 | — |
Note: Company reports delinquent Section 16 filings for several insiders in 2024, including Ferguson (one late report).
Governance Assessment
- Strengths: Independent status; chairs Nominations & Corporate Governance and serves on Audit and Compensation; legal/CPA background dovetails with audit oversight; full participation in 2024 board activities; modest director pay with equity component supports alignment.
- Watch items:
- Internal control weaknesses persisted into 2024; as Audit Committee member, Ferguson’s oversight of remediation is a material governance focus for investors.
- Company lacks a hedging policy for officers/directors, which can be viewed as a misalignment risk relative to best practices.
- One late Section 16 filing indicates a minor compliance lapse; monitor for recurrence.
- Ongoing related-party sales involving a co-founder (Shipley) are potential conflict optics; ensure robust related-party review processes in committee governance.
- Compensation signals: From initial 2023 stub ($20k) to full-year 2024 ($62k), cash rose with committee responsibilities; equity remains time-based rather than performance-based for directors—common but offers limited pay-for-performance linkage.
Overall investor implication: Ferguson’s qualifications and independence support board effectiveness, particularly in audit and governance. The board’s remediation of control weaknesses, formalization of anti-hedging policy, and continued transparency on related-party transactions are key to sustaining investor confidence.