Jeffrey Stouder

About Jeffrey K. Stouder

Jeffrey K. Stouder, 54, is an independent director of Legacy Housing, elected to the Board in December 2020. He serves as Audit Committee Chair and is designated by the Board as an “audit committee financial expert.” He is currently Chief Accounting Officer at Tungsten Automation; previously Vice President, Global Controller at E2open (Aug 2019–Sep 2025), CFO at Global Resale, with prior leadership roles at NBG Home and Dell, and began his career in Arthur Andersen’s audit practice (1994–2000). He holds B.B.A. and M.S. Accounting degrees from Texas Tech University and is a CPA .

Past Roles

External Roles

• No other public company directorships are disclosed in the proxy; no interlocking directorships are identified for Stouder .

Board Governance

Fixed Compensation

• Structure: Non-employee directors receive $10,000 per quarter in cash retainer and an annual restricted stock award of $10,000 that vests by the next annual meeting or in one year; additional fees are paid for committee membership and for serving as committee chair .

Performance Compensation

• Director equity is time-based restricted stock (no disclosed performance metrics); vests at next annual meeting or in one year .
• Under the company’s equity plan, vesting may accelerate upon a change in control as determined by the committee or as provided in award agreements .

Other Directorships & Interlocks

• Compensation Committee interlocks: None; no LEGH executive serves on another entity’s board/comp committee with reciprocity, and LEGH comp committee members are not company executives .

Expertise & Qualifications

• 30+ years in accounting/finance across software, manufacturing, IT hardware; mergers, audit, corporate governance, investor relations experience .
• CPA; “audit committee financial expert” per SEC definition; financially literate under Sarbanes-Oxley/Nasdaq standards .
• Education: B.B.A. and M.S. Accounting, Texas Tech University .

Equity Ownership

Governance Assessment

• Strengths: Independent director with deep accounting pedigree; Audit Chair and designated financial expert; strong engagement evidenced by full Board attendance and active committee cadence (6 Audit; 2 Compensation meetings in 2024). This profile supports robust oversight of financial reporting, controls, and auditor independence .
• Alignment and pay structure: Modest director equity ($10,000 RSU annually) alongside cash retainer and committee fees; total 2024 compensation of $67,000. Equity is time-based, which provides some alignment but limited pay-for-performance linkage at the director level .
• Notable shift in director incentives: The company disclosed option-based director pay in the 2023 proxy, but by 2024–2025 uses restricted stock; this shift from options to RSUs lowers risk/volatility exposure for directors and may reduce upside alignment, though it is consistent with broader market practice for directors .
• Red flags and watch items:
  • No hedging policy: The company has not adopted a hedging policy for officers/directors, which is below current governance best practices and can weaken alignment signals .
  • Section 16(a) timeliness: One late insider filing by Stouder in 2024; typically a minor administrative issue but worth monitoring for pattern risk .
  • Related-party exposure at company: Significant related-party transactions involve entities affiliated with the Chair/Interim CEO (Bell Mobile Homes; Shipley Bros.)—none involve Stouder directly, but they elevate the importance of strong, independent audit oversight under Stouder’s committee leadership .
• Overall: Stouder’s independence, finance expertise, and Audit Chair role are positives for investor confidence, particularly given related-party complexity. The absence of a hedging policy and limited director performance linkage warrant continued monitoring, alongside Section 16(a) compliance hygiene .