Skyler Howton
Legacy HousingAbout Skyler M. Howton
Skyler M. Howton, age 38, is an independent director of Legacy Housing Corporation and serves as Chair of the Compensation Committee, and a member of the Audit and Nominations & Corporate Governance Committees. She was appointed to the Board on November 12, 2024, and stands as an independent director under Nasdaq and SEC rules; her legal background includes leadership of the Mass Torts Practice Group at Rogge Dunn Group, PC, a J.D. from Baylor Law School (2012), and an LL.M. in Litigation Management (2022).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rogge Dunn Group, PC | Mass Torts Practice Group Leader | Current | Handles product liability claims against major corporations nationwide |
| AM Law 100 firms (various) | Attorney | More than 10 years | Represented small, large, and Fortune 50 companies |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Dallas Women Lawyers Association | Vice President on the Board of Directors | Current | Community leadership role |
| Attorneys Serving the Community | Committee Chair | Position held nearly ten years | Long-standing civic engagement |
| Dallas CASA | CASA (Court Appointed Special Advocate) | Served >5 years | Community service role |
| Other public company directorships | — | — | None disclosed in LEGH proxy/filings for Ms. Howton |
Board Governance
- Independence: The Board determined that Ms. Howton is independent under Nasdaq and SEC rules (and Rule 10A-3 for audit committee service).
- Board meetings and attendance: The Board met four times in 2024 and all directors attended; all directors also attended the 2024 annual meeting.
- Committee assignments (current):
- Compensation Committee: Chair; met two times in 2024.
- Audit Committee: Member; met six times in 2024.
- Nominations & Corporate Governance Committee: Member; met one time in 2024.
- Committee leadership transition: In 2024, the Compensation Committee chair was Brian Ferguson; by the 2025 proxy, Ms. Howton serves as Chair—indicating a leadership rotation and increased responsibility.
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation | Chair | 2 | Independent committee; charter posted; composition meets independence standards |
| Audit | Member | 6 | Audit oversight includes ICFR, compliance, auditor independence; Stouder is financial expert |
| Nominations & Corporate Governance | Member | 1 | Oversees director nomination process and board composition |
Fixed Compensation
Policy and 2024 actuals for non-employee directors:
- Structure: $10,000 per quarter cash; annual restricted stock grant of $10,000 vesting at the next annual meeting or one year; additional fees for committee membership and chair roles.
- Ms. Howton’s 2024 compensation (partial year, appointed December 2024): $10,000 cash fees; $10,000 stock award; total $20,000.
| Item | 2024 Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 10,000 |
| Stock Awards (grant-date fair value) | 10,000 |
| Option Awards | — |
| All Other / Non-Equity Incentives / Deferred Comp | — |
| Total | 20,000 |
Performance Compensation
- No performance-based elements are disclosed for director compensation; equity grants are time-based restricted stock vesting at the next annual meeting or one year.
| Performance Metric | Target | Weighting | Disclosure |
|---|---|---|---|
| — | — | — | No director performance metrics disclosed; equity vests time-based |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Ms. Howton in LEGH filings |
| Prior public company boards | Not disclosed |
| Interlocks (competitors/suppliers/customers) | Not disclosed; Company states no related party transactions involving Ms. Howton under Item 404(a) at appointment |
Expertise & Qualifications
- Legal and governance expertise: Over a decade of legal practice; leadership of a mass torts practice; experience with compliance, regulatory, and corporate governance matters.
- Education: Pepperdine University (2009), Baylor Law School J.D. (2012, Articles Editor, Baylor Law Review), LL.M. in Litigation Management (2022).
- Committee leadership: Chair of Compensation Committee, indicating board confidence in governance and pay oversight aptitude.
Equity Ownership
- Beneficial ownership is modest and typical for a newer independent director; no pledging disclosed.
| As-of Date | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Oct 25, 2024 | 0 | <1% | Newly nominated; no holdings reported at record date |
| Oct 29, 2025 | 390 | <1% | Outstanding shares 23,868,727 at record date; no footnote indicating pledges/options for Ms. Howton |
Compliance note:
- Section 16(a) filings: 2024 late filing disclosure indicates “2” late reports and “1” transaction not reported timely for Ms. Howton.
| Name | Number of Late Reports | Transactions Not Reported Timely | Number of Reports Not Filed |
|---|---|---|---|
| Skyler M. Howton | 2 | 1 | — |
Governance Assessment
-
Positives:
- Independence affirmed; serves on all three key committees (Audit, Compensation, NCG), and chairs Compensation—strong governance positioning.
- Legal/compliance background and LL.M. in Litigation Management strengthen oversight in risk, litigation, and governance.
- Board and annual meeting attendance: all directors attended; indicates engagement.
- No related-party transactions or appointment arrangements disclosed at her addition to the Board; standard indemnification agreement in place.
-
Watch items / Red flags:
- Section 16(a) compliance: two late reports and one untimely-reported transaction in 2024—administrative compliance lapse to monitor.
- Low personal ownership (390 shares; <1%) as of Oct 29, 2025—typical for a newer director but limited “skin-in-the-game” versus sizeable founders; no director ownership guideline disclosed.
- Company-level ICFR material weaknesses reported for 2023 with continued remediation into 2024; as Audit Committee member, oversight demands are elevated.
- Hedging policy: Company had not adopted an anti-hedging policy as of 2024 proxy—an investor-alignment gap to monitor.
Director Compensation Structure Notes (Board-wide context)
- Non-employee directors receive $10,000 per quarter cash plus $10,000 annual restricted stock; additional fees for committee membership and chairs; equity vests at the next annual meeting or one year.
Related Party & Conflicts Check
- Appointment 8-K states no agreements/arrangements leading to appointment and no transactions requiring disclosure under Item 404(a) involving Ms. Howton.
Compensation Committee Analysis (Context)
- 2024 composition: Ferguson (Chair), Stouder; Howton to join if elected.
- 2025 composition: Howton (Chair), Ferguson, Stouder; independent composition stated.
- No disclosure of independent compensation consultant usage or consultant conflicts.
Employment & Contracts (Director-specific)
- Indemnification agreement executed with Ms. Howton similar to other directors.
Say-on-Pay & Shareholder Feedback (Company-level context)
- 2024 proxy included Say-on-Pay and Say-on-Frequency proposals; results reported via subsequent Form 8-K (not included in provided documents).
Insider Trades and Compliance
- Section 16(a) late filing summary for 2024 (company-wide table) indicates Ms. Howton had 2 late reports and 1 untimely transaction; continue to monitor Form 3/4/5 timeliness.
Overall implication: Howton’s rapid elevation to Compensation Committee Chair and service across Audit and NCG strengthen independent oversight, though administrative Section 16 filing delays and low personal ownership are near-term governance watch points; her litigation and governance expertise is additive as the Audit Committee continues to oversee remediation of past ICFR weaknesses.