Janice E. Walker
About Janice E. Walker
Independent director of Smith Douglas Homes Corp. since January 2024; age 52. Former COO of Hines Global Income Trust and Senior Managing Director in Hines’ investment management business; CPA with BBA and MS in Accounting from Texas Tech University. Independent under NYSE rules; recommended to the board by a third-party search firm; tenure through the 2025–2026 term if re-elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hines Global Income Trust, Inc. | Chief Operating Officer | Jun 2019 – Apr 2024 | Operational leadership for public REIT investing in global commercial real estate |
| Hines Interests LP (investment management business) | Senior Managing Director | May 2019 – Apr 2024 | Investment management leadership; oversaw investment operations |
| Hines Interests LP | Various investment management roles | Feb 2005 – May 2019 | Progressively senior investment management responsibilities |
| Arthur Andersen LLP | Audit Manager (CPA) | Early career | Audit experience; CPA credential |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Privately held vertically-integrated retail investment company | Part-time consultant | Since Jun 2024 | Advisory role post-retirement from Hines |
Board Governance
- Independence: Qualifies as independent (NYSE) .
- Committees: Audit Committee member; Nominating & Corporate Governance Committee member; not a chair .
- Audit Committee met 4 times in 2024; Nominating & Corporate Governance met 2 times in 2024 .
- Attendance: Board held 5 meetings in 2024; every director attended ≥75% of Board and applicable committee meetings except Dr. Perdue (missed 2 of 5). Walker met the ≥75% threshold .
- Lead Independent Director: Jeffrey T. Jackson; executive sessions of independent/non-management directors held at least annually .
- Controlled Company: SDHC relies on NYSE “controlled company” exemptions; may not have entirely independent Nominating and Compensation committees at times .
Fixed Compensation
| Component | 2024 Amount | Program Terms |
|---|---|---|
| Annual cash retainer | $70,000 | Paid quarterly; effective post-IPO director program |
| Committee member fees (non-chair) | $5,000 per committee | Applies per committee; Walker served on Audit and Nominating (2 committees) |
| Committee chair fee | $15,000 | Not applicable to Walker (not a chair) |
| Lead independent director retainer | $25,000 | Not applicable to Walker |
| Fees earned (cash, 2024) | $76,703 | Per director compensation table |
| 2025 program change (effective Jan 1, 2025) | Cash retainer $80,000 | Annual RSU grant value increased to $130,000 |
Performance Compensation
| Grant | Grant Date | RSUs (#) | Grant Value | Vesting | Notes |
|---|---|---|---|---|---|
| IPO Director RSU | Jan 16, 2024 | Resulted in 3,571 shares on vest | $75,000 | Vested in full Jan 16, 2025 | Number determined by $21 IPO price; award granted to non-employee directors at IPO |
| Annual Director RSU | Jun 4, 2024 | 3,934 | ~$100,000 | Vests on earlier of Jun 4, 2025 or 2025 annual meeting | Annual grant due to no 2024 meeting; value approx. $100k; unvested RSUs vesting within 60 days of Apr 11, 2025 = 3,934 |
| Unvested RSUs at 12/31/2024 | — | 7,505 | — | — | Aggregate unvested balance at FY-end |
- Performance metrics tied to director equity: None; director RSUs vest time-based (no disclosed performance conditions) .
Other Directorships & Interlocks
| Company | Role | Committees | Status |
|---|---|---|---|
| None disclosed | — | — | No other public company boards disclosed in proxy . |
Expertise & Qualifications
- CPA; audit background (Arthur Andersen) .
- Senior operating and investment management experience in real estate (Hines; Hines Global Income Trust) .
- Degrees: BBA in Accounting and MS in Accounting, Texas Tech University .
Equity Ownership
| Metric | Value | Date |
|---|---|---|
| Direct Class A shares | 3,571 | As of Apr 11, 2025 |
| RSUs vesting within 60 days | 3,934 | As of Apr 11, 2025 |
| Unvested RSUs outstanding | 7,505 | As of Dec 31, 2024 |
| Ownership % of Class A | <1% | As of Apr 11, 2025 (beneficial ownership table) |
| Anti-hedging policy | Hedging prohibited for directors and entities they control | Policy disclosed in Corporate Governance |
Governance Assessment
- Strengths: Independent director; Audit Committee member overseeing financial reporting, related-party transaction review, and risk (including cybersecurity); combined with Nominating & Corporate Governance membership, supports governance oversight in a controlled company structure . Equity compensation aligns with shareholder interests through annual RSUs; cash retainer modest and committee fees standard .
- Risks/Watch items: Controlled company exemptions mean committees may not always be entirely independent (structural governance risk); significant related-party transactions with Founder Fund require robust Audit Committee oversight . One late Form 4 filing in 2024 (minor compliance lapse) . Tax Receivable Agreement could create cash obligations and potential conflicts with Continuing Equity Owners, necessitating independent director scrutiny .
- Attendance/Engagement: Met ≥75% attendance requirement in 2024; committees met regularly (Audit: 4; Nominating: 2), indicating baseline engagement .
Appendix: Committee Assignments
| Committee | Role | Chair? | Meetings in 2024 | Independence |
|---|---|---|---|---|
| Audit | Member | No | 4 | Board determined independent under Rule 10A-3 and NYSE rules |
| Nominating & Corporate Governance | Member | No | 2 | Committee includes independent members; Walker independent |
Appendix: 2024 Director Compensation Detail
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Janice E. Walker | 76,703 | 174,993 | 251,696 |
Insider Filing Note
- Section 16(a) compliance: One late Form 4 for Janice E. Walker in 2024; company notes timely filings otherwise, with additional late Form 4s in 2025 for two executives (not directors) .