Ryan Edone
LGI HomesAbout Ryan Edone
Ryan Edone, age 51, has served as an independent director of LGI Homes since November 2014 and is the Audit Committee Chair as well as an SEC-designated “audit committee financial expert.” He is CFO of Petroleum Wholesale L.P.; previously a manager at PricewaterhouseCoopers and a Certified Public Accountant. He serves on the board of Archway Insurance LTD (captive insurance), having been President and Vice President of the Board, and is a member of the ChevronTexaco Petroleum Marketers Association Board . The Board has affirmed his independence under NASDAQ rules; all directors except the CEO are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers | Manager; CPA | Prior to 1999 | Accounting/audit expertise foundational to audit oversight |
| Petroleum Wholesale L.P. | Chief Financial Officer | Since 1999 | Financial and operational expertise relevant to LGIH risk oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Archway Insurance LTD (captive) | Director; former President & Vice President; Risk Control Chair; Underwriting Chair | Since at least 2016 | Insurance and risk management expertise; Archway is LGIH’s captive for workers’ comp/auto insurance |
| ChevronTexaco Petroleum Marketers Association | Board Member | Not specified | Industry network; no LGIH transaction disclosed |
Board Governance
- Committee assignments: Audit Committee Chair; Audit Committee members are Edone (Chair), Parikh, Smith; Compensation Committee: Sharpe (Chair), Sansbury; Nominating & Corporate Governance Committee: Smith (Chair), Sansbury, Vahradian .
- Financial expert: Edone qualifies as an “audit committee financial expert” per Item 407(d) .
- Independence: Independent director under NASDAQ listing standards; Board majority independent .
- Attendance: In 2024, Board met 5 times; Audit 4; Compensation 4; Nominating 4; all directors attended 100% of Board and committee meetings; independent directors hold executive sessions presided over by the Lead Independent Director (Sansbury) .
- Audit Committee report: Oversight of Ernst & Young’s independence, audit results, significant accounting policies, related-party transactions; recommended inclusion of audited FY2024 financials in 10-K .
Fixed Compensation
| Component (2024 director services) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Payable quarterly |
| Audit Committee Chair fee | $20,000 | Additional annual chair retainer |
| Total cash (Edone) | $95,000 | Fees Earned for 2024 |
| RSU grant (Dec 15, 2024) | 1,553 RSUs | Valued ~ $155,000; one-year cliff vesting; unvested as of 12/31/2024 |
| Stock awards (Edone) | $155,067 | Grant date fair value under ASC 718 |
| Total compensation (Edone) | $250,067 | Cash + stock awards |
- Director equity vesting: Cliff vest at first anniversary of grant; also full vest upon disability, death, or immediately prior to closing of a change in control under the 2013 Incentive Plan .
Performance Compensation
| Element | Metric | Payout Range | Terms |
|---|---|---|---|
| Director RSUs | None (time-based) | N/A | One-year cliff vest; no performance conditions for directors; change-of-control acceleration as noted |
Other Directorships & Interlocks
- Public company directorships: None disclosed beyond LGIH .
- Interlocks/related-party exposure: LGIH participates in Archway (captive) for workers’ comp and auto policies; Edone is on Archway’s Board. LGIH held ~$36,000 in Archway stock and $591,067 in security collateral; paid ~$406,634 in premium/expenses for policy year ending Feb 28, 2025. Related Party Transactions Policy governs approval; Audit Committee reviews related-person transactions .
Expertise & Qualifications
- CPA background; audit and financial literacy; designated audit committee financial expert .
- CFO experience in multi-state retail/wholesale distribution; insurance and risk control expertise .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 38,389 shares | As of Feb 28, 2025; less than 1% outstanding |
| Shares outstanding (context) | 23,397,074 shares | As of Feb 28, 2025 |
| Trusts/indirect | 1,400 shares in trusts for his children; 7,500 shares in James Larry Cook Children’s Trust (disclaimed) | Footnote (12) |
| Unvested director RSUs | 1,553 RSUs | Granted 12/15/2024; unvested at 12/31/2024 |
| Ownership guideline | 5x annual cash retainer; ~3,531 shares requirement (based on 2024 average price); all non-employee directors were in compliance as of 12/31/2024 | Policy and compliance statement |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|
| 2024-12-19 | 2024-12-15 | A – Award | 1,553 | 31,042 | https://www.sec.gov/Archives/edgar/data/1580670/000158067024000081/0001580670-24-000081-index.htm |
| 2023-12-19 | 2023-12-15 | A – Award | 1,221 | 29,489 | https://www.sec.gov/Archives/edgar/data/1580670/000158067023000116/0001580670-23-000116-index.htm |
- Section 16 note: A Form 4 for the RSU grant acquisition was filed late on Dec 19, 2024 due to clerical oversight (applies to multiple directors including Edone) .
Governance Assessment
- Board effectiveness: As Audit Chair and an “audit committee financial expert,” Edone strengthens financial reporting oversight; Audit Committee engaged Ernst & Young, reviewed independence and related-party considerations, and recommended FY2024 financials inclusion in the 10-K .
- Alignment: Director compensation mixes cash retainer and time-based RSUs with change-of-control protection; stock ownership policy requires 5x retainer and was met by all non-employee directors as of 12/31/2024, indicating alignment with shareholders .
- Independence and engagement: Edone is independent under NASDAQ rules; attended 100% of 2024 Board and committee meetings; serves as Audit Chair; executive sessions are presided by the Lead Independent Director (Sansbury), supporting independent oversight .
- Conflicts/RED FLAGS: Participation in Archway captive insurance where Edone is a director is a potential conflict nexus; amounts and collateral are disclosed; the Audit Committee (which Edone chairs) oversees related-person transactions—best practice would involve recusal on Archway matters to mitigate perceived conflicts . Minor red flag: late Form 4 filed for RSU award due to clerical oversight .
- Hedging/pledging: Hedging prohibited for directors; pledging permitted only with preclearance. No pledging disclosure for Edone; note CEO pledging is disclosed separately (contextual, not Edone) .
Overall signal: Strong audit and risk oversight credentials and full attendance support investor confidence; Archway captive involvement warrants monitoring for recusal and transparency, but LGIH discloses amounts and has a formal related-party policy governed by the Audit Committee .