Bryan Sansbury
LGI HomesAbout Bryan Sansbury
Bryan Sansbury (age 52) is LGI Homes’ Lead Independent Director (since June 2013). He is CEO, Chairman, and a founding partner of AEGIS Hedging Solutions; previously he served as President of Health & Wealth Solutions at Alight Solutions and held COO/CIO and other leadership roles across two decades at Aon Hewitt. He is a Fellow of the CEO Perspectives program at Northwestern’s Kellogg School. The Board classifies him as independent under NASDAQ rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AEGIS Hedging Solutions, LLC | Chief Executive Officer; Chairman; Founding Partner | Not disclosed; current | Brings risk management/operational leadership; governance perspective as LID |
| Alight Solutions (former Aon Hewitt outsourcing business) | President, Health & Wealth Solutions | Until Sept 2017 | Large-scale operations leadership; human capital/benefits expertise |
| Aon Hewitt and affiliates | COO; CIO; President, Emerging Solutions; Canada Outsourcing leader; SE Pension Outsourcing leader | 20+ years (dates not itemized) | Technology/operations and client service leadership; governance perspective |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| AEGIS Hedging Solutions, LLC | CEO, Chairman | Private | Energy risk/hedging services firm |
| The Woodlands (TX) Area Economic Development Partnership | Board member (former) | Non-profit | Regional economic development engagement |
| CEO Perspectives (Kellogg School) | Fellow | Academic program | Executive education/gov oversight exposure |
Board Governance
| Topic | Details |
|---|---|
| Independence | Independent director under NASDAQ standards |
| Lead Independent Director | Serves as LID; presides over executive sessions; can call meetings of independent directors |
| Committees | Compensation Committee (member); Nominating & Corporate Governance Committee (member) |
| Committee chair roles | None (Compensation Chair: Maria Sharpe; Nominating & Corporate Governance Chair: Steven Smith) |
| Board attendance | 100% attendance for all directors and committees in 2024; Board met 5x (also 100% attendance in 2023) |
| Executive sessions | Independent directors meet in regularly scheduled executive sessions; LID presides |
Fixed Compensation
| Component | Amount / Policy | 2024 Fees (earned) | 2023 Fees (earned) |
|---|---|---|---|
| Annual cash retainer (director) | $75,000 | — | — |
| Additional cash retainer: Lead Independent Director | $25,000 | — | — |
| Total cash fees – Bryan Sansbury | — | $100,000 (LID retainer + base) | $110,000 (reflects role-based retainers) |
Notes: Non-employee director cash structure includes $20,000 chair retainer (Audit and Compensation) and $15,000 chair retainer (Nominating & Corporate Governance) in addition to $75,000 base. Directors are reimbursed for reasonable travel expenses.
Performance Compensation
| Award Type | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU grant (director services for 2025) | 12/15/2024 | 1,553 | $155,067 | One-year cliff; earlier vest on disability/death/CIC per plan |
| Annual RSU grant (director services for 2024) | 12/15/2023 | 1,221 | $155,067 | One-year cliff; earlier vest on disability/death/CIC per plan |
Directors do not receive options or performance-conditioned equity; non-employee director equity is time-based RSUs only.
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No public company directorships disclosed for Mr. Sansbury |
| AEGIS Hedging Solutions, LLC | Private | CEO/Chairman | No related-party transactions with LGI reported for 2023–2024 |
Expertise & Qualifications
- Corporate governance and leadership across technology/operations; risk management and benefits/HR solutions experience (Aon/Alight).
- Energy risk/hedging and CEO leadership experience (AEGIS) strengthens risk oversight and strategy.
- Board governance experience as Lead Independent Director; presides over executive sessions.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 111,217 shares as of Feb 28, 2025 (less than 1% of outstanding) |
| Indirect holdings | Includes 600 shares owned by trusts for his children |
| Unvested director RSUs | 1,553 unvested RSUs as of 12/31/2024 (standard annual director grant) |
| Director ownership guideline | Must own ≥5x annual cash retainer; requirement ~3,531 shares at 12/31/2024 (based on $106.21 average price) |
| Guideline compliance | All non-employee directors were in compliance as of 12/31/2024 |
| Hedging/pledging policy | Hedging prohibited; pledging allowed only with pre-clearance under Insider Trading Policy |
| Pledging disclosure | Proxy footnotes disclose CEO share pledge; no pledge disclosure for Mr. Sansbury |
Insider Trades (Form 4 highlights)
| Date (filed) | Transaction Date | Type | Shares | Notes | |---|---|---:|---| | 12/19/2024 (filed) | 12/15/2024 | RSU grant (director award) | 1,553 | Company disclosed that a Form 4 reporting the RSU grant for non-employee directors (including Bryan Sansbury) was filed late due to clerical oversight |
No open-market purchases/sales are disclosed in the proxy; the above reflects standard annual director RSU awards.
Compensation Committee Analysis (relevance to governance)
- Committee composition: Chair – Maria Sharpe; Member – Bryan Sansbury; both independent under NASDAQ; committee oversees executive pay, director pay, equity plans, and ownership guideline compliance.
- Consultant and methodology: Committee retains Meridian; benchmarks vs general industry and homebuilder peers; emphasizes pay-for-performance (annual bonus: pre-tax net income and home closings; LTI PSUs based on 3-year Basic EPS with TSR cap) — signals disciplined compensation governance.
- Say-on-Pay cadence: Annual advisory vote; Board recommended “FOR” 2025 SoP; historical high support noted in prior proxies.
Related-Party Transactions and Conflicts
- Company policy: Related Party Transactions Policy requires Audit Committee review; Code of Conduct restricts conflicts.
- Disclosed transactions: No related-party transactions in 2024 or 2023.
- Family relationships on Board: Director Steven Smith is CEO’s uncle; Board determined independence is not impaired. (Not related to Mr. Sansbury.)
Governance Assessment
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Strengths
- Lead Independent Director with deep operations/technology and risk background; presides over executive sessions — supports independent oversight of a combined CEO/Chair structure.
- 100% meeting attendance and multiple committee roles indicate high engagement.
- Strong ownership alignment: meaningful personal holdings and full compliance with rigorous 5x retainer stock ownership guideline.
- Director pay structure balanced (cash retainer + time-based RSUs); no options, hedging prohibited; clawback policy in place for executives.
-
Watch items / potential red flags
- Administrative lapse: late Form 4 filing in Dec 2024 for director RSU grants (clerical oversight) — isolated but worth monitoring for process discipline.
- Combined CEO/Chair — mitigated by active LID role and independent majority.
Overall, Mr. Sansbury’s credentials, independence, LID responsibilities, and attendance support board effectiveness with low conflict risk; compensation and ownership indicate alignment with shareholders.