Russell Devendorf
About Russell Devendorf
Russell Devendorf, age 52, is Executive Vice President and Chief Financial Officer of Smith Douglas Homes, serving since 2017. He holds a Master of Accounting and a B.S. in Accounting from Florida State University, is a Certified Public Accountant, and a Certified Treasury Professional (inactive) . Under his finance leadership, FY 2024 home closing revenue was $975.5 million (+27.6% YoY), with net income of $111.8 million; EBITDA was $121.9 million and adjusted EBITDA $128.3 million, reflecting margin compression versus 2023 . TSR was not disclosed.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Whelan Advisory (boutique investment bank) | Senior Advisor | 2017–2018 | Advisory work on finance/transactions |
| WCI Communities (public homebuilder) | SVP & CFO | 2008–2017 | Led public-company finance function |
| Meritage Homes Corporation (public homebuilder) | Senior finance roles | Not disclosed | Senior finance positions at national builder |
| TOUSA, Inc. (public homebuilder) | Senior finance roles | Not disclosed | Senior finance positions at national builder |
| Ernst & Young LLP | Auditor (real estate practice) | Not disclosed | Foundation in audit and real estate accounting |
External Roles
| Organization | Role | Years |
|---|---|---|
| Florida State University Department of Accounting Professional Advisory Board | Member | Since 2024 |
Fixed Compensation
| Year | Base Salary ($) | Perquisites ($) | Perquisite Details |
|---|---|---|---|
| 2024 | 650,000 | 14,700 | 401(k) safe harbor match $13,800; Cell phone $900 |
| 2023 | 650,000 | 14,161 | 401(k) safe harbor match; Cell phone |
- No tax gross-ups were paid in 2024 .
- Company adopted a clawback policy in connection with the IPO (SEC and NYSE compliant) .
Performance Compensation
Annual Incentive Program (AIP) – 2024
| Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|
| Company Net Income | 60% | $500,000 AIP target | Not disclosed | Included in total | Cash, paid for FY 2024 |
| Operational Goals | 30% | $500,000 AIP target | Not disclosed | Included in total | Cash, paid for FY 2024 |
| Discretionary | 10% | $500,000 AIP target | Not disclosed | Included in total | Cash, paid for FY 2024 |
| Total AIP | — | $500,000 | — | $879,945 | Cash |
2023 included annual and long-term cash incentives totaling $1,187,226 .
Long-Term Incentive Plan (LTIP) – 2024
| Form | Metric | Target Value | Actual | Units Granted | Vesting | Notes |
|---|---|---|---|---|---|---|
| RSUs | Company Net Income (2024) | $500,000 | $500,000 | 24,260 RSUs | 3 equal installments on 1st, 2nd, 3rd anniversaries of Mar 20, 2025 (i.e., 2026–2028), subject to service | Earned value approved by Board |
IPO Time-Vesting RSU Award (granted 1/16/2024)
- Grant-date fair value: $5,999,994 .
- RSUs outstanding at 12/31/2024: 285,714; market value $7,325,707 at $25.64 closing price .
- Vesting: one-sixth vested on Jan 16, 2025; remaining five installments annually over the next five anniversaries, subject to continued employment .
- Change-of-control: full acceleration upon termination without cause or for good reason within 2 years post change-in-control (double trigger), subject to release .
Pre-IPO Long-Term Cash Incentives
- Design: earned on sliding scale vs Company EBITDA (pre-2024), vesting in three equal installments, with acceleration on change-in-control/qualifying termination .
- Amounts paid during 2024: $433,892 (prior-year awards vesting) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Class A shares beneficially owned | 34,597 (<1% of Class A) |
| Unvested RSUs at 12/31/2024 | 285,714 |
| Market value of unvested RSUs at 12/31/2024 | $7,325,707 (at $25.64 close) |
| Director/Officer hedging policy | Hedging of Company stock prohibited |
| Pledging policy | Pledging Company stock prohibited; margin accounts prohibitions apply |
| Ownership guidelines | Not disclosed |
| Insider reporting | One late Form 4 in 2025 reporting one transaction |
- The Company’s insider trading policy also prohibits short sales and certain derivative transactions in Company securities .
Employment Terms
| Term | Details |
|---|---|
| Employment agreement | Effective Jan 16, 2024 (IPO completion) |
| Initial term and renewal | 3-year initial term; automatic one-year renewals unless non-renewed |
| At-will status | At-will employment |
| Base salary | $650,000 |
| Target annual bonus | $500,000 |
| Target LTIP (annual) | $500,000 |
| Severance (without cause/for good reason) | 12 months base salary; up to 12 months Company-paid healthcare; pro-rated target annual bonus; if within 24 months after change-in-control, 100% of target annual bonus; plus full acceleration of any then-unvested pre-IPO long-term cash incentive bonuses (Devendorf) |
| Death/disability | Pro-rated annual bonus based on actual achievement |
| Restrictive covenants | Non-compete, employee/client non-solicit during employment and for two years post-termination |
| RSU CoC treatment | Double-trigger acceleration for IPO RSUs upon qualifying termination within 2 years post change-in-control |
| Clawback policy | Adopted in connection with IPO (SEC/NYSE-compliant) |
Investment Implications
- Pay-for-performance alignment improved post-IPO: shift from pre-IPO long-term cash incentives to equity-based LTIP and sizeable IPO RSUs, with net income-driven LTIP determinations and double-trigger CoC protections; annual AIP weighted to Company net income (60%), operational goals (30%), and discretionary (10%), with 2024 AIP payout of $879,945 .
- Vesting calendar creates periodic supply overhang: IPO RSUs vest one-sixth on Jan 16 annually over six years; LTIP RSUs vest annually over 2026–2028, which may introduce selling pressure windows if liquidity is sought; pledging and hedging prohibitions mitigate alignment risks .
- Ownership is modest in Class A (<1%), but significant unvested equity increases “skin-in-the-game” over time; late Form 4 in 2025 appears administrative rather than structural risk .
- Execution track record in 2024 shows strong top-line growth (+27.6% revenue), with margin compression (EBITDA and adjusted EBITDA down vs 2023), reinforcing emphasis on profitability metrics in incentives; monitoring future LTIP determinations tied to net income is key for assessing payout risk and signaling .