Steven Smith
LGI HomesAbout Steven Smith
Steven Smith, age 69, has served on LGI Homes’ board since June 2013 and is designated independent under NASDAQ rules despite being the uncle of CEO Eric Lipar . He chairs the Nominating & Corporate Governance Committee and sits on the Audit Committee; attendance in 2024 was 100% across board and committee meetings, and he attended the 2024 annual meeting . Smith is a healthcare regulatory attorney and owner of Steven R. Smith Law, LLC; prior roles include shareholder at Baker Donelson and Ober Kaler (management committee, DC office managing partner) and 10 years as SVP & General Counsel for a large Maryland healthcare system .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Steven R. Smith Law, LLC | Owner; solo practitioner (healthcare regulatory, operational, transactional) | Since June 2020 | Advises boards on governance, compensation, compliance, risk/claims management, fiduciary duties |
| Baker Donelson | Shareholder | 2017–2020 | Healthcare regulatory practice |
| Ober, Kaler, Grimes & Shriver | Shareholder; Management Committee; Managing Partner, Washington, D.C. office | 2003–2016 | Leadership of DC office; governance expertise |
| Large Maryland healthcare system | SVP & General Counsel | 10 years (specific dates not disclosed) | Led all legal matters; operations oversight |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| — | No other public company directorships disclosed | — | Proxy biography lists no other public company boards |
Board Governance
- Committees: Chair, Nominating & Corporate Governance; Member, Audit .
- Independence: Board determined Smith is independent under NASDAQ despite his familial tie to the CEO; independence deemed not impaired .
- Attendance/Engagement: 100% attendance at board and committee meetings in 2024; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in regular executive sessions; Lead Independent Director Bryan Sansbury presides .
Fixed Compensation
| Component | Amount | Period/Grant | Details |
|---|---|---|---|
| Annual cash retainer | $75,000 | 2024 | Paid quarterly |
| Committee chair retainer (Nominating & Corporate Governance) | $15,000 | 2024 | Paid quarterly |
| Total cash fees | $90,000 | 2024 | As reported for Steven Smith |
| RSUs grant (director equity) | $155,067 | Granted Dec 15, 2024 for 2025 service | 1,553 RSUs; one-year cliff vest; accelerates on disability, death, or immediately prior to change in control |
Performance Compensation
- Non-employee director compensation is not performance-based; directors receive time-based RSUs with one-year cliff vesting and specified acceleration triggers (no PSU or option awards for directors) .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Familial relationship | Smith is the uncle of CEO/Chairman Eric Lipar . |
| Independence outcome | Board concluded relationship does not impair independence . |
| Related-party exposure | Greg Smith (Steven’s brother, Eric’s uncle) was employed in construction management; retired Dec 31, 2024; compensation >$120,000; Audit Committee approved 2024 compensation with Steven Smith abstaining . |
| Captive insurance program | Participation disclosed for Archway; overseen by other executives/directors (Edone, Garber); no specific Smith role disclosed . |
| Other public boards | None disclosed for Smith . |
Expertise & Qualifications
- Healthcare regulatory, operational and transactional attorney; counsels boards on corporate governance, executive compensation and agreements, compliance, medical staff relationships, risk and claims management, insurance coverage, and fiduciary responsibilities .
- Senior executive experience (SVP & General Counsel) and law firm leadership (management committee; DC office managing partner) support governance oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 20,494 shares |
| Ownership as % of shares outstanding | <1% |
| Unvested RSUs outstanding (12/31/2024) | 1,553 RSUs |
| Director stock ownership guideline | 5x annual cash retainer; equals approximately 3,531 shares (based on 2024 average monthly closing price $106.21) |
| Guideline compliance | All non-employee directors in compliance as of 12/31/2024 |
| Hedging/Pledging | Hedging prohibited; pledging permitted only with pre-clearance; no pledging disclosed for Smith in beneficial ownership section |
Insider Trades
| Date | Filing/Event | Note |
|---|---|---|
| Dec 19, 2024 | Late Form 4 filed (for RSU grant reporting) | Company disclosed late filings for all directors (clerical oversight) including Steven Smith |
Governance Assessment
- Strengths: Independent director with deep governance, fiduciary, and risk management expertise; chairs Nominating & Corporate Governance and serves on Audit; perfect 2024 attendance; complies with robust stock ownership guidelines; director equity grants align with shareholder value via stock-based compensation; independent director executive sessions support oversight .
- Risks/RED FLAGS: Familial relationship to CEO (optics of independence); presence of a related-party employment (brother) historically required Audit Committee approval—mitigated by Smith’s abstention and formal related-party policy; late Section 16 filing indicates process lapse though characterized as clerical .
- Implications: While nepotism optics warrant continued monitoring, board determinations, committee leadership, abstention on related-party matters, and ownership alignment provide mitigating governance signals supportive of investor confidence .