Julie M. Bradbury
About Julie M. Bradbury
Age 50. Director since the company’s formation; previously a manager on Smith Douglas Holdings LLC’s board since 2016. Background: public accounting (PricewaterhouseCoopers, Ernst & Young) with specialization in international corporate tax; finance/controller roles at two high‑growth companies; currently Vice President at Bradbury Farms and director of the Bradbury Family Office. Education: B.S. in Business Administration and Accounting, Washington & Lee University. Independence: not independent under NYSE rules; family relationship—she is the daughter‑in‑law of Executive Chairman Thomas L. Bradbury and a beneficiary of the controlling Founder Fund. Attendance: met the ≥75% attendance threshold in 2024.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| PricewaterhouseCoopers | Public accounting (international corporate tax) | Not disclosed | Accounting/tax specialization useful for board oversight |
| Ernst & Young | Public accounting (international corporate tax) | Not disclosed | Accounting/tax specialization useful for board oversight |
| Early-stage growth companies (two) | Finance and Controller roles | Not disclosed | Helped scale into market leaders |
| Colony Homes | Director | 2001–2003 | Board experience in homebuilding prior cycle |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bradbury Farms (privately held sod producer) | Vice President | Current | Operational and financial management exposure |
| Bradbury Family Office | Director | Current | Oversees estate, investment, accounting, tax/strategic planning |
| Several non‑profits | Director | Current | Community governance exposure (organizations not named) |
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee—Member; not on Audit or Compensation. Chairs: Audit—Neill B. Faucett; Compensation—Jeffrey T. Jackson; Nominating & Governance—Neil B. Wedewer. Lead Independent Director: Jeffrey T. Jackson.
- Independence: Not independent under NYSE rules (Board determination). Company is a “controlled company” under NYSE rules (Founder Fund >50% voting power), and relies on controlled-company exemptions (e.g., committees not required to be fully independent).
- Attendance: Board met 5 times in 2024; she attended at least 75% of Board/committee meetings; only Dr. Perdue missed 2/5. Executive sessions of non‑management directors are held regularly.
- Anti‑hedging policy: Prohibits directors/officers/employees from using derivatives/hedges against company stock.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $75,000 | Actual 2024 cash fees paid |
| 2024 Director Cash Program (post‑IPO) | Annual retainer $70,000; Lead Independent +$25,000; Committee Chair +$15,000; Non‑Chair member +$5,000 | Program terms (applies to all non‑employee directors) |
| 2025 Amended Program | Annual retainer $80,000 | Effective Jan 1, 2025 |
Performance Compensation
| Equity Award | Grant Value | Grant Date | Shares/Units | Vesting | Notes |
|---|---|---|---|---|---|
| IPO RSU (Director) | $150,000 | Jan 16, 2024 | Not disclosed by director | Vested in full on Jan 16, 2025 | Same $150k grant level as Mr. Jackson and Ms. Bradbury; value based on IPO price |
| Annual RSU (2024) | ~$100,000 | June 4, 2024 | Not disclosed by director | Vests on earlier of June 4, 2025 or 2025 Annual Meeting | Time‑based; annual meeting cycle catch‑up since no 2024 AGM |
| Unvested RSUs Outstanding (12/31/2024) | — | — | 11,077 units | Subject to normal director award vesting | Aggregate unvested as of year‑end 2024 |
Performance metrics tied to director pay: none disclosed; RSUs are time‑based (no performance criteria).
Other Directorships & Interlocks
| Company/Organization | Type | Role | Tenure | Public/Private |
|---|---|---|---|---|
| Colony Homes | Homebuilder | Director | 2001–2003 | Private (at time) |
| Various non‑profits | Non‑profit | Director | Current | Non‑profit |
- Current public company directorships: none disclosed.
- Compensation committee interlocks: none reported by the company.
Expertise & Qualifications
- Accounting/Tax: Former PwC and EY; specialization in international corporate tax.
- Finance/Operations: Controller/finance roles scaling two high‑growth companies.
- Family Office/Investment oversight: Director of Bradbury Family Office; oversight of investments, accounting, tax strategy.
- Education: B.S. in Business Administration & Accounting, Washington & Lee University.
Equity Ownership
| Item | Amount | As‑of Date | Notes |
|---|---|---|---|
| Class A Shares Beneficially Owned | 7,143 | Apr 11, 2025 | Direct ownership |
| RSUs Vesting Within 60 Days | 3,934 | Apr 11, 2025 | Counted for beneficial ownership |
| Total Beneficial Ownership | 11,077 (<1%) | Apr 11, 2025 | “*” indicates <1% per company table |
| Unvested RSUs Outstanding | 11,077 | Dec 31, 2024 | Year‑end balance |
| Hedging/Pledging | Hedging prohibited; pledging not disclosed | Policy date referenced | Insider Trading/Anti‑hedging policy prohibits hedging; no pledging disclosure found |
Insider filings: One Form 4 for Julie M. Bradbury was filed late in 2024 (one transaction).
Governance Assessment
- Strengths: Deep accounting/tax and finance background; prior operating finance roles; meets attendance expectations; anti‑hedging protections in place; equity grants provide alignment via stock ownership; lead independent director structure present; N&CG committee has independent chair and majority independent membership.
- Concerns/RED FLAGS:
- Not independent; family relationship to Executive Chairman (daughter‑in‑law); beneficiary of controlling Founder Fund (88% voting power).
- Controlled company exemptions used; committee independence not required—she serves on Nominating & Governance while not independent.
- Related‑party ecosystem tied to Founder Fund: office lease payments ($0.4m in 2024), lot purchases from affiliate ($0.8m, Dec 2024), facilities/services payments ($0.4m in 2024), aircraft charter payments (~$0.1m in 2024). While permissible and disclosed, these create ongoing conflict‑of‑interest optics; Julie’s beneficiary status heightens perceived conflicts.
- Tax Receivable Agreement (TRA): 85% of realized tax benefits paid to Continuing Equity Owners (Founder Fund and GSB Holdings); can be large, accelerated, and constrain liquidity—benefits accrue to controlling holders that include entities affiliated with her family; potential minority‑shareholder misalignment.
- Compliance: One late Section 16 Form 4 filing in 2024 for Julie (administrative, but noted).
Overall implication for investors: Her technical finance/accounting background and board experience are positives, but lack of independence, family/beneficiary ties to control shareholder, controlled company exemptions, and recurring related‑party transactions/TRA structure introduce notable governance risk. Monitoring of committee processes (especially director nominations), related‑party deal terms, and continued board refreshment with independent directors is warranted.