Dana C. Bradford
Meritage HomesAbout Dana C. Bradford
Independent director (Class I) at Meritage Homes since August 2009; age 60. Chairman and CEO of C3 Brands; previously President and Managing Partner at McCarthy Capital (1995–2011). Education: B.S. in Business Administration (University of Arizona) and MBA (Creighton University). Brings corporate finance and real estate perspective to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McCarthy Capital Corporation | President & Managing Partner | 2004–2011 | Led private equity investments; corporate finance expertise |
| C3 Brands | Chairman & CEO | 2012–present | Acquirer/operator of consumer brands; strategic leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vornado Air | Chairman of the Board | Not disclosed | Consumer brands company (Wichita) |
| McCarthy Groups | Director | Not disclosed | Former board service |
| Ballantyne | Director | Not disclosed | Former board service |
| NRG Media | Director | Not disclosed | Former board service |
| Guild Mortgage | Director | Not disclosed | Former board service |
| Southwest Value Partners | Director | Not disclosed | Former board service |
| Gold Circle Films | Director | Not disclosed | Former board service |
Board Governance
- Independence: Board determined all current directors except Hilton and Lord are independent; Bradford is independent .
- Committee assignments (2024–2025):
- Audit Committee: Member
- Executive Compensation Committee: Member
- Asset Management Committee (AMC): Chair effective February 20, 2025; no additional compensation for AMC service
- Attendance: In 2024, the Board held six meetings; all current directors attended at least 75% of aggregate Board and committee meetings; all directors (except Lantz and Williams due to appointment timing) attended the 2024 Annual Meeting .
- Board refreshment and declassification: Board accelerated timeline to declassify; phased-in declassification proposed beginning with 2026 annual meeting; Bradford continues as Class I director through 2026 unless succeeded .
- Audit Committee oversight scope: Includes financial integrity, compliance, auditor independence, internal audit, and approval of related-party transactions; quarterly briefings and cybersecurity/AI risk oversight .
Fixed Compensation
| Item | Amount | Period | Notes |
|---|---|---|---|
| Board cash fees (actual) | $70,000 | 2024 | Sum of board retainer + committee member fees |
| Equity grant (fair value) | $229,770 | 2024 | Annual RSU grant; valuation per grant-date fair value |
| Total director compensation | $299,770 | 2024 | Cash + equity |
| Cash comp schedule – Board retainer | $50,000 | As of 12/31/2024 | Applies to all non-employee directors |
| Cash comp schedule – Committee member retainer (AC/CC/NGS) | $10,000 | As of 12/31/2024 | Per committee membership |
| Cash comp schedule – Audit/Comp Chair | $30,000 | As of 12/31/2024 | Chair retainer |
| Cash comp schedule – NGS Chair | $25,000 | 2024 | Increased to $30,000 in Feb 2025 |
| Cash comp schedule – Lead Director | $40,000 | As of 12/31/2024 | Lead director retainer |
| AMC compensation | $0 | 2024–2025 | No cash compensation for AMC service |
| Travel/lodging reimbursements | $2,023 | 2024 | Out-of-pocket reimbursement to Bradford |
Performance Compensation
| Award Type | Shares/Units | Grant Practice | Vesting | 2024 Unvested Balance |
|---|---|---|---|---|
| RSUs (annual director grant) | 3,000 | Approved annually after earnings release; aligns with ownership | Cliff vest on 3rd anniversary (Bradford pre-2019 appointee) | 12,200 unvested equity awards outstanding at 12/31/2024 |
- Equity-heavy mix: ~75% of aggregate non-employee director compensation in 2024 was equity; cash mix relatively flat for 5+ years .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public-company boards | Not disclosed in proxy for Bradford |
| Interlocks | Compensation Committee disclosed no interlocking relationships affecting NEO pay |
Expertise & Qualifications
- Skills matrix indicates Bradford brings executive management, financial, marketing/sales, and manufacturing/operations capabilities; biography adds real estate and corporate finance perspective .
Equity Ownership
| Holder | Shares Owned | Right to Acquire by 5/26/2025 | Total Beneficially Owned | % Outstanding |
|---|---|---|---|---|
| Dana C. Bradford | 123,500 | — | 123,500 | <1% (*) |
- Shares outstanding reference: 71,830,262 as of March 27, 2025 .
- Ownership guidelines: Directors must hold stock equal to 5x annual board retainer; all directors/officers in compliance or transitional compliance as of 12/31/2024 .
- Hedging/pledging: Prohibited; none of the directors have pledged Company stock .
- Insider filings: Company believes all officers and directors complied with Section 16(a) filing requirements in 2024 .
Compensation Structure Analysis
| Year | Fees Earned (Cash) | Stock Awards (Fair Value) | Total |
|---|---|---|---|
| 2023 | $70,000 | $232,638 | $302,638 |
| 2024 | $70,000 | $229,770 | $299,770 |
- Mix stability: Cash flat year-over-year; modest decrease in equity grant fair value consistent with program parameters; structure remains predominantly RSUs with multi-year vesting .
- No options for directors; Company’s current executive program excludes options; equity awards are RSUs/performance shares for NEOs, not directors .
Related Party Transactions
- Audit Committee pre-approves all related-party transactions involving directors/executives; real estate transactions subject to strict scrutiny .
- Disclosed related-party transactions involve charter aircraft payments related to Mr. Hilton’s private plane; no transactions involving Bradford are disclosed in the proxy .
Governance Assessment
- Strengths:
- Independence and multi-committee engagement (Audit, Compensation; AMC Chair), supporting robust oversight of financial reporting, incentives, and land/asset approvals .
- Strong alignment: Significant personal share ownership (123,500) with equity-heavy director pay, and strict ownership/anti-hedging/anti-pledging policies; all directors in compliance with guidelines .
- Attendance at least 75% in 2024 and participation in Board refreshment and declassification initiatives enhancing accountability .
- Watch items:
- AMC decision-making is transactional and ad hoc (no set meeting cadence), increasing reliance on deal packet rigor; as Chair, Bradford’s oversight of threshold-exceeding land and JV approvals is a key risk gate—investors should monitor disclosure of material land/JV decisions and post-mortems .
- Travel/lodging reimbursements are modest but present; ensure continued adherence to arms-length reimbursement policies and transparency .
- Red flags: None disclosed specific to Bradford (no pledging/hedging; no related-party transactions identified; Section 16 compliance affirmed) .
Overall, Bradford’s independence, committee breadth, AMC chair role, and equity alignment support investor confidence; focus governance monitoring on AMC transaction oversight quality and Board declassification execution .