Curtis Hodgson

About Curtis D. Hodgson

Curtis D. Hodgson, age 71, is a co-founder of Legacy Housing (LEGH) and has served on the Board since January 2018; he was Co-CEO from Jan 2018–Feb 2019 and Executive Chairman through December 2024 before continuing as a director. He holds a B.S. in Engineering from the University of Michigan and a J.D. from The University of Texas, with 38+ years operating manufactured home retail operations and communities in Texas, giving him deep industry expertise .

Past Roles

External Roles

No public company directorships or external board roles disclosed in the proxy for Mr. Hodgson .

Board Governance

• Board composition: five directors—Curtis D. Hodgson, Kenneth E. Shipley, Brian J. Ferguson, Skyler M. Howton, and Jeffrey K. Stouder .
• Independence: The Board determined Ferguson, Howton, and Stouder are independent under Nasdaq and SEC rules; Hodgson is not independent (co-founder/executive history) .
• Committees: Audit (Chair: Stouder; members Ferguson, Howton) met 6 times in 2024 ; Compensation (Chair: Howton; members Ferguson, Stouder) met 2 times in 2024 ; Nominating & Corporate Governance (Chair: Ferguson; member Howton) met 1 time in 2024 .
• Attendance: The Board met 4 times in 2024, and all directors attended meetings; all directors attended the 2024 annual meeting .
• Risk oversight: Board oversees risk; Audit Committee is delegated oversight of risk management .
• Code of Ethics: Company has a Code of Business Conduct and Ethics and a separate Code for CEO and Senior Financial Officers .

Fixed Compensation

• Director compensation framework: non-employee directors receive $10,000 per quarter cash and $10,000 in annual restricted stock that vests by the next annual meeting; additional fees for committee membership and chair roles (amounts not itemized) .
• 2024 non-employee director compensation totals (illustrative of framework; Mr. Hodgson did not receive director fees in 2024 as he was an officer):

  Director	Fees Earned (Cash)	Stock Awards (Grant-date FV)	Total
  Jeffrey K. Stouder	$57,000	$10,000	$67,000
  Brian J. Ferguson	$52,000	$10,000	$62,000
  Francisco J. Coll	$10,000	—	$10,000
  Skyler M. Howton	$10,000	$10,000	$20,000

• Policy note: Directors who are officers/employees do not receive additional remuneration for board service; Mr. Hodgson was Executive Chairman through Dec 2024 .

Performance Compensation

• No performance-based metrics or incentive plan compensation for directors disclosed; director equity is time-vested restricted stock (annual grant), not PSU-based .

Other Directorships & Interlocks

No other public company boards, committee roles, or interlocks disclosed for Mr. Hodgson; no shared directorships noted with competitors/suppliers/customers .

Expertise & Qualifications

• Education: B.S. Engineering (University of Michigan); J.D. (University of Texas) .
• Industry experience: 38+ years in manufactured housing operations and communities in Texas; co-founder; prior senior executive roles at Legacy .
• Board qualifications: Significant expertise in the manufactured housing industry; prior executive leadership at the Company .

Equity Ownership

Insider Trades and Section 16 Reporting

Related Party Exposure

• Related party transactions disclosed involve entities owned by Kenneth E. Shipley (Bell Mobile Homes and Shipley Bros.) purchasing homes from the Company ($5.75M Bell and $2.55M Shipley Bros. in 2024; $2.72M Bell and $1.52M Shipley Bros. first nine months 2025). No transactions for Mr. Hodgson disclosed in this section. Board requires disclosure and reviews related party transactions on a plenary basis .

Board Effectiveness and Signals

• Positive signals:
  • Majority-independent board and all three standing committees chaired and composed entirely of independent directors .
  • Strong attendance: all directors attended Board meetings (4 in 2024) and the 2024 annual meeting .
  • Audit Committee financial expert designated (Stouder) .
• Cautions/RED FLAGS:
  • Mr. Hodgson is not independent under Nasdaq/SEC rules; he is a co-founder and former executive—potential influence risk .
  • High ownership concentration (17.4%) may affect governance dynamics and minority investor confidence .
  • Section 16 reporting delinquency for Mr. Hodgson (1 late report) indicates process deficiencies; minor but noteworthy .
  • Company has not adopted a hedging policy for officers/directors/employees—alignment risk relative to best practices .
  • Material weaknesses in internal control over financial reporting identified for FY 2024 (control design/documentation, accounting personnel sufficiency, IT general controls). As Executive Chairman through Dec 2024, this reflects governance oversight challenges during his leadership period .
  • Executive turnover: CEO and CFO both resigned in Oct 2025, suggesting leadership instability; Board response and remediation plans should be monitored .

Governance Assessment

Mr. Hodgson brings deep domain experience and founder-level perspective, but he is a non-independent director with significant ownership, which can both anchor long-term alignment and elevate entrenchment risks. The Board’s committee independence and attendance are constructive, yet internal control material weaknesses, lack of a hedging policy, and late Section 16 reporting are governance quality concerns that merit scrutiny. Investors should monitor remediation of controls, executive succession outcomes, and continued independence of key committees to mitigate perceived conflicts and bolster confidence .