Neil B. Wedewer

About Neil B. Wedewer

Neil B. Wedewer, age 72, is an independent director of Smith Douglas Homes Corp. (SDHC), serving on the Board since its formation and on Smith Douglas Holdings LLC’s board of managers since December 2022. He previously held senior banking roles including Atlanta Area President of Charter Bank (now South State Bank) from 2008–2016, Chief Credit Officer at First Covenant Bank from September 2007–July 2008, and Executive Vice President at SunTrust Banks (now Truist) from 1983–2007. He holds a Bachelor of Arts from The Citadel. Independence under NYSE rules is affirmed by the Board.

Past Roles

External Roles

Board Governance

• Independence status: The Board determined Wedewer is “independent” under NYSE requirements; SDHC is a controlled company, though key committees include independent members.
• Attendance: The Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings, except Dr. Perdue (missed 2 of 5). Wedewer met the ≥75% threshold.
• Committee assignments and meeting cadence:

• Board composition (for context): 8 directors; all stand for annual election.
• 2025 Annual Meeting voting outcome for Wedewer: Votes For 428,646,824; Withheld 3,524,243; Broker Non-Votes 845,516.

Fixed Compensation

• Pre-IPO cash retainer: $75,000 annual (audit committee member Jackson received an additional $20,000; framework context).
• Post-IPO 2024 Director Compensation Program cash components: Annual Retainer $70,000; Lead Independent Director $25,000; Committee Chair $15,000; Non-chair committee member $5,000. Paid quarterly, prorated as needed.
• Amended Director Compensation Program (effective Jan 1, 2025): Annual cash retainer increased to $80,000.
• 2024 cash actually earned by Wedewer: $90,000.

Performance Compensation

• Equity program: Annual RSU grant to each eligible director of approximately $100,000 at the annual meeting; 2024 exception grant of ~$100,000 on June 4, 2024 (no 2024 annual meeting), vesting in full on the earlier of June 4, 2025 or the 2025 annual meeting, subject to continued service.
• IPO-related RSU grants: At IPO (Jan 16, 2024), non-employee directors received RSUs; Wedewer’s cohort (non-chair group) received $75,000 value; vesting fully on Jan 16, 2025.
• Change-in-control treatment: Director RSUs vest in full upon a change in control if the director will not join the post-transaction parent’s board.
• Amended 2025 equity value: Annual RSU award value increased to $130,000.
• 2024 stock awards actually reported for Wedewer: $174,993 (ASC 718 grant-date fair value).

Other Directorships & Interlocks

• No additional public company directorships for Wedewer are disclosed in the proxy excerpts reviewed.
• Controlled company context: SDHC is a controlled company under NYSE rules; independence requirements for committees are relaxed, though SDHC’s Compensation and Nominating committees include independent members.

Expertise & Qualifications

• Deep banking and credit background with multi-decade senior leadership at SunTrust/Truist; later market leadership at Charter Bank; credit oversight at First Covenant Bank. BA from The Citadel.
• Board qualification cited: strategy, finance, and management experience.

Equity Ownership

Notes: Beneficial ownership as of April 11, 2025; total shares outstanding were 8,991,378 Class A and 42,435,897 Class B.

Governance Assessment

• Committee leadership and independence: Wedewer chairs Nominating & Corporate Governance and serves on Compensation; both committees are described as independent (with Compensation meeting heightened NYSE independence standards). This supports board effectiveness in nomination oversight and pay governance.
• Engagement: Board met 5 times in 2024; Wedewer met the ≥75% attendance expectation; Compensation and Audit committees each met 4 times; Nominating met 2 times.
• Shareholder support: Strong 2025 vote support for Wedewer (428.6M for vs. 3.5M withheld), indicating investor confidence.
• Pay structure and alignment: 2024 mix shows cash ($90,000) plus time-based RSUs ($174,993), with vesting tied to service and a CIC vesting protection if not continuing post-transaction; 2025 program increases both cash ($80k) and equity ($130k). Time-based equity fosters ongoing service alignment but lacks explicit performance metrics.
• Controlled company dynamics (potential risk indicator): As a controlled company, SDHC can rely on exemptions from certain NYSE independence requirements; however, it maintains independent composition and charters across key committees, partially mitigating this governance concern.
• Clawback policy: Compensation Committee oversees a compensation recovery policy; presence of policy is positive, though director-specific clawback triggers are not detailed in the excerpts reviewed.

RED FLAGS / Watch items:

• Controlled company status can reduce minority shareholder influence on governance; continued monitoring of committee independence and board refreshment is warranted.
• Director equity is time-based with CIC vesting if not continuing on the acquirer’s board; while standard, investors often prefer double-trigger frameworks that also require job loss or role change for vesting.

Director Compensation (2024 actuals)

Unvested RSUs at FY-end 2024: 7,505 for Wedewer.

Voting Results (2025 Annual Meeting)

Committee Assignments Snapshot

Notes on Policies and Charters

• Compensation Committee charter (Semler Brossy engaged; peer benchmarking; recovery policy oversight).
• Audit Committee charter (related person transaction review; financial literacy; audit committee financial expert designation for chair).
• Governance documents accessible via investors.smithdouglas.com.