Gregory S. Bennett
About Gregory S. Bennett
Gregory S. Bennett (age 59) is President, Chief Executive Officer, Vice Chairman, and a Director of Smith Douglas Homes Corp., roles he has held since December 2019 (CEO/President) and since the company’s formation (Director). He previously served as Chief Operating Officer from 2015 to 2019 and holds a Construction Management degree from Georgia Northwestern Technical College . He is a non‑independent, management director under NYSE rules and serves alongside an Executive Chairman (Thomas L. Bradbury) with a Lead Independent Director structure in place (Jeffrey T. Jackson) . As of April 11, 2025, Bennett beneficially owns 4,243,590 Class B shares (through GSB Holdings) representing 10% of Class B and 10% combined voting power; GSB Holdings is 75% owned by the GSB Family Trust (established by Bennett) and 25% owned directly by Bennett, who is the sole manager . Company operating context under his leadership (Q3’25): home closings 788 (−3% YoY), revenue $262.0M (−6%), gross margin 21.0% (vs. 26.5%), net orders +15% to 690, pretax income $17.2M (vs. $39.6M), EPS $0.24 (vs. $0.58), active communities +32% to 98, controlled lots +36% to 24,300, debt‑to‑book cap 11.2% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Smith Douglas Homes | Chief Executive Officer & President | 2019–present | Leads growth and operating discipline; company expanded communities and controlled lots; margin variability with cycle |
| Smith Douglas Homes | Chief Operating Officer | 2015–2019 | Scaled operations prior to CEO role |
| Greg Bennett Homes (private) | Founder/Operator | 2004–2009+ (founded 2004) | Entrepreneurial homebuilding leadership |
| KB Home (Atlanta) | Executive Vice President (Atlanta market) | 2003–2004 | Post‑acquisition leadership following Colony Homes sale |
| Colony Homes of Atlanta | Various roles; Region President | 1983–2003; Region President 1999–2003 | Senior operator through growth and eventual sale to KB Home |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No current outside public company directorships disclosed in Bennett’s biography . |
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Annual Base Salary (target) | $1,000,000 | Effective at IPO completion (Jan 16, 2024) . |
| Base Salary Paid | $980,288 | Actual 2024 “Salary” reported . |
| Target Annual Bonus ($) | $3,000,000 | Per employment agreement . |
| Target Annual Bonus (% of Salary) | 300% | Derived from $3,000,000 target on $1,000,000 base . |
| Target Long‑Term Incentive (grant date value) | $2,000,000 | Per employment agreement (plan adopted at IPO) . |
| Stock Awards (2024, CEO) | $0 | No 2024 equity grant reported for Bennett; RSU grant shown only for CFO . |
| All Other Compensation (2024) | $27,290 | Includes 401(k) match $13,242, cell phone $900, personal aircraft use $13,148 . |
| Total Compensation (2024) | $6,287,248 | Salary + non‑equity incentive + other . |
Performance Compensation
| Metric | Weighting | Target | Actual / Payout | Mechanics / Vesting |
|---|---|---|---|---|
| Annual Incentive Plan (AIP) – Company Net Income | 60% | $3,000,000 total target bonus (aggregate across metrics) | Paid $5,279,670 total AIP for 2024 (≈176% of $3.0M target) | Max opportunity up to 240% of target; paid after year‑end . |
| Annual Incentive Plan (AIP) – Operational Goals | 30% | Same target pool as above | Included in $5,279,670 payout | As above . |
| Annual Incentive Plan (AIP) – Discretionary Component | 10% | Same target pool as above | Included in $5,279,670 payout | Compensation Committee discretion . |
| Long‑Term Equity – RSUs (companywide terms) | n/a | n/a | RSUs generally vest in three equal annual installments for 2025 grants; 2024 grants vested at 1‑year IPO anniversary except one exec with six‑year schedule | Subject to change‑in‑control and qualifying termination provisions per award agreements . |
| Long‑Term Equity – PSUs (companywide, 2025 grants) | n/a | Relative TSR vs peer group | 0–200% of target; 3‑year performance period (2025–2027) with vesting at end; expense via grant‑date fair value (ASC 718) | Subject to change‑in‑control and qualifying termination provisions per award agreements . |
Equity Ownership & Alignment
| Holder / Instrument | Amount | % Class | Voting Power | Notes |
|---|---|---|---|---|
| Gregory S. Bennett (through GSB Holdings LLC) – Class B | 4,243,590 | 10% of Class B | 10% combined voting power | As of Apr 11, 2025; Bennett is sole manager of GSB Holdings; GSB Family Trust owns 75% and Bennett 25% of GSB Holdings; Class B carries 10 votes/share . |
| Directors & Officers (group) – Class B | 42,435,897 | 100% of Class B | 98% combined voting power (group) | Controlled company with high/low vote structure; Sunset eventually equalizes votes . |
| Exchange Rights (Continuing Equity Owners) | — | — | — | Continuing Equity Owners (including GSB Holdings) may exchange LLC Interests for cash or Class A at election of independent directors; corresponding Class B cancels upon exchange . |
| Hedging / Pledging | — | — | — | Insider Trading Policy prohibits hedging instruments (e.g., collars, swaps, exchange funds) that offset declines in SDHC equity; no specific pledging disclosure in cited sections . |
Companywide vesting overhang signals:
- Unamortized RSU expense ≈ $9.3M with ≈1.77 years remaining; PSUs ≈ $1.2M with ≈2.47 years remaining (implies steady equity‑based supply cadence if awards continue) .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Effective Date | January 16, 2024 (IPO completion) . |
| Initial Term | 3 years with automatic one‑year renewals unless timely non‑renewal . |
| At‑Will | Employment is at‑will; agreement sets severance economics . |
| Severance (No CIC) | If terminated without cause or resigns for good reason: 12 months base salary (installments), up to 12 months company‑paid healthcare, and pro‑rated target annual bonus for year of termination . |
| Severance (Within 24 months post‑CIC) | Same triggers; bonus component becomes 100% of target (lump sum within ~60 days) . |
| Death/Disability | Pro‑rated annual bonus based on actual performance . |
| Restrictive Covenants | Severance conditioned on release and compliance with confidentiality, non‑competition, and non‑solicitation covenants (customary) . |
| Clawback | Compensation Committee administers compensation recovery policy . |
Board Governance (Service history, committees, dual‑role implications)
- Board roles: Executive Chairman (Thomas L. Bradbury), CEO/President/Vice Chairman (Gregory S. Bennett), Lead Independent Director (Jeffrey T. Jackson); Board determined this structure optimizes leadership/oversight given management experience, with independent director oversight via the lead role .
- Independence: Bennett is a management director and not independent under NYSE rules; the company is a “controlled company” and may rely on NYSE exemptions for committee independence; current Compensation Committee (Jackson—Chair, Wedewer, Faucett) and Nominating Committee (Wedewer—Chair, Walker, Julie M. Bradbury) are disclosed, with independent status noted where applicable .
- Director pay: Bennett received no separate director compensation in 2024 as a management director .
- Attendance: Not disclosed in cited sections.
Director Compensation (reference)
- Non‑employee director program: 2024 cash retainer $70,000 (lead independent +$25,000; chair +$15,000; member +$5,000); annual RSU ~$100,000 (2024 pro‑rated grants around IPO and 2025 increase to $130,000 RSU and $80,000 cash retainer) .
- Bennett (management director) received no director fees or equity for board service in 2024 .
Related Party Transactions (control/flows)
| Transaction | Counterparty | Amount | Notes |
|---|---|---|---|
| Purchase of LLC Interests (IPO) | GSB Holdings (Bennett‑affiliated) | $4,757,293 | Company used IPO proceeds to purchase LLC Interests from Continuing Equity Owners pro rata, including GSB Holdings . |
| Tax Distributions to Continuing Equity Owners | Continuing Equity Owners (includes GSB Holdings) | $28.0M (9M’25); $37.7M (9M’24) | Pass‑through LLC tax distributions paid quarterly to cover members’ tax liabilities . |
Recent Operating Performance Context (Q3 2025)
| Metric | Q3 2025 | YoY / Prior Period |
|---|---|---|
| Home Closings | 788 | −3% YoY |
| Home Closing Revenue | $262.0M | −6% YoY |
| Home Closing Gross Margin | 21.0% | 26.5% prior year |
| Net New Orders | 690 | +15% YoY |
| Pretax Income | $17.2M | $39.6M prior year |
| Diluted EPS | $0.24 | $0.58 prior year |
| Active Communities (quarter‑end) | 98 | +32% YoY |
| Total Controlled Lots | 24,300 | +36% YoY |
| Debt‑to‑Book Capitalization | 11.2% | 0.8% at 12/31/24 |
Management commentary emphasized expanding presence in newer markets, asset‑light philosophy, and efficient construction cycle times; CFO highlighted results were in line with guidance and pointed to net debt‑to‑book cap of 8.4% entering year‑end 2025 .
Compensation Structure Analysis (signals)
- Cash‑heavy pay in first post‑IPO year: CEO total 2024 comp $6.29M driven primarily by AIP payout ($5.28M), with no CEO equity grant disclosed for 2024—raises alignment questions until regular equity grant cadence is established post‑IPO .
- High bonus leverage: AIP maximum up to 240% of target ($3.0M), with 2024 payout at ~176%—strong linkage to company net income and operational goals but also a 10% discretionary component .
- Introduction of PSUs with relative TSR in 2025: Adds multi‑year, market‑based alignment (0–200% payout over 2025–2027), a positive shift toward at‑risk equity; RSUs vest over three years for 2025 grants .
- Governance controls: Active clawback policy administration and anti‑hedging policy prohibiting instruments that offset declines in SDHC equity—mitigates misalignment/hedging risk .
Risk Indicators & Red Flags
- Controlled company/high‑low vote: Class B carries 10 votes/share; Continuing Equity Owners control outcomes, including director elections—governance risk for minority Class A holders until sunset .
- Dual executive leadership: Executive Chairman and CEO/Vice Chairman concentration mitigated in part by a Lead Independent Director structure .
- Potential equity supply overhang: Continuing Equity Owners can exchange LLC Interests into Class A (subject to independent directors’ election), and 2024 RSUs (for directors) vested at one year; companywide unamortized RSU/PSU expense suggests ongoing vesting cadence .
- Significant tax distributions to insiders: $28.0M to Continuing Equity Owners in 9M’25 and $37.7M in 9M’24—ongoing cash outflows tied to pass‑through structure .
Equity Ownership & Vesting Schedules (companywide overview)
| Award Type | Grant Pattern | Vesting | Change‑in‑Control Treatment |
|---|---|---|---|
| RSUs (2025 grants) | Companywide under 2024 Plan | 3 equal annual tranches; unamortized cost ~$9.3M, ~1.77 years remaining | Subject to CIC and qualifying termination provisions per award agreements . |
| RSUs (2024 grants) | IPO‑related | Vested in full at 1‑year IPO anniversary except one executive on six‑year schedule | CIC/qualifying termination provisions apply . |
| PSUs (2025 grants) | Relative TSR vs peer group | 0–200% payout after three‑year period (2025–2027); unamortized cost ~$1.2M, ~2.47 years remaining | CIC/qualifying termination provisions apply . |
Note: 2024 CEO stock awards show $0 for Bennett, indicating no CEO equity grant in 2024; CFO received RSUs in 2024 .
Say‑on‑Pay & Shareholder Feedback
- Not disclosed in cited sections; no historical approval percentages provided .
Compensation Committee & Peer Benchmarking
- Compensation Committee: Jeffrey T. Jackson (Chair), Neil B. Wedewer, Neill B. Faucett—all qualify as independent; engaged Semler Brossy to advise and benchmark executives/directors in 2024 .
- Committee met four times in 2024 .
Employment Contracts, Severance & Change‑of‑Control Economics (CEO summary)
| Element | No CIC | Within 24 months Post‑CIC |
|---|---|---|
| Base Severance | 12 months base salary (installments) | Same |
| Health Benefits | Up to 12 months company‑paid coverage | Same |
| Bonus | Pro‑rated target bonus for year of termination | 100% of target annual bonus (lump sum within ~60 days) |
| Conditions | Release; compliance with confidentiality, non‑compete and non‑solicit | Same |
Investment Implications
- Alignment improving but staged: 2024 CEO pay was predominantly cash (no equity disclosed), but 2025 introduction of PSUs (relative TSR) and standard RSU vesting should increase multi‑year alignment. Near‑term, watch for initiation of regular CEO equity grants and any updates in the 2026 proxy .
- Governance/control overhang: Controlled company with high/low vote limits minority influence; however, Lead Independent Director and independent Compensation Committee partially mitigate oversight risk .
- Potential supply and insider flows: Ongoing LLC Interest exchanges by Continuing Equity Owners and significant pass‑through tax distributions could create optical pressure; a $50M repurchase authorization (no purchases as of 9/30/25) provides optional offset if executed .
- Execution risk vs. growth: Strong orders and community expansion under Bennett, but margins compressed YoY; incentive plan’s heavy net income weighting ties cash pay to profitability—monitor gross margin recovery and capital discipline as growth continues .