Thomas L. Bradbury
About Thomas L. Bradbury
Thomas L. Bradbury, age 80, is the founder and Executive Chairman of Smith Douglas Homes (SDHC), serving on the Board since formation and previously as CEO until December 2019. He holds a bachelor’s degree in business administration from the University of Georgia and has decades of homebuilding leadership experience, including founding Colony Homes of Atlanta (1975–2003) and consulting for KB Home until 2005 . SDHC’s recent performance (Q3 2025) included $262.0 million in home-closing revenue, gross margin of 21.0%, pretax income of $17.2 million, EPS of $0.24, and net new home orders up 15% year over year, underscoring operational consistency as the company scales its footprint .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Smith Douglas Homes | Executive Chairman; prior CEO | Executive Chairman since formation; CEO until Dec 2019 | Founder-led builder scaling across Southern U.S.; governance continuity through dual executive/board leadership |
| Colony Homes of Atlanta | Founder & CEO; Chairman | 1975–2003 (sold to KB Home in 2003) | Built a leading Atlanta homebuilder; exit to KB Home established capital and operating foundation |
| KB Home | Consultant | Until 2005 | Post-sale advisor; supported integration and market execution |
| SMART Builder Solutions, LLC | Founder & CEO | Not specified | Developed intelligent building technologies; complementary to homebuilding operations |
| Bradbury Farms | General Manager | Not specified | Operates privately held sod production; supply chain adjacency |
External Roles
| Organization | Role | Years |
|---|---|---|
| SMART Builder Solutions, LLC | Founder & CEO | Not specified |
| Bradbury Farms | General Manager | Not specified |
Fixed Compensation
| Component | 2024 Amount (USD) |
|---|---|
| Base Salary | $969,871 |
| Bonus (Discretionary) | $250,000 |
| Non-Equity Incentive | $0 |
| All Other Compensation (incl. aircraft personal use) | $8,702 |
| Total | $1,228,573 |
Notes:
- In connection with the IPO, Mr. Bradbury’s annual base salary increased to $1,000,000 (actual paid in 2024 shown above) .
Performance Compensation
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Incentive (AIP) – Board Discretion | 100% discretion | $250,000 target | $250,000 earned (100% of target) | Cash; paid for FY 2024 |
Additional context:
- AIP structure for other NEOs tied 60% to Company net income, 30% to operational goals, and 10% discretion; Bradbury’s AIP was entirely at the Board’s discretion up to 100% of target .
Equity LTIP/PSUs:
- Mr. Bradbury was not granted equity awards in 2024; LTIP RSUs were granted to other executives (Bennett/Devendorf) based on 2024 net income, with vesting over three years . Company introduced market-based PSUs in March 2025 for certain senior management, vesting on 3‑year relative TSR with 0–200% payout; individual recipients are not specified in public filings .
Equity Ownership & Alignment
| Holder/Structure | Class A Shares | Class B (LLC Interests) | Ownership % (Class B) | Combined Voting Power % | Notes |
|---|---|---|---|---|---|
| Founder Fund (co-trustee Thomas L. Bradbury) | — | 38,192,307 | 90% | 88% | Class B carries 10 votes/share before sunset; economic rights sit at LLC level; Class B lacks economic rights of Class A |
| Gregory S. Bennett (GSB Holdings) | — | 4,243,590 | 10% | 10% | CEO/Vice Chairman ownership via LLC interests |
Observations:
- SDHC is a “controlled company” under NYSE rules due to the Founder Fund’s voting control; this impacts board independence and committee compositions .
- Insider trading policy prohibits hedging; explicit pledging restrictions are not stated in the cited policy disclosure .
Outstanding equity awards (Bradbury):
- None disclosed as of 12/31/2024; executive RSU awards in 2024 were to the CFO in connection with the IPO (not Bradbury) .
Employment Terms
| Term | Disclosure (Bradbury) |
|---|---|
| Employment Agreement | Not disclosed for Bradbury; agreements publicly filed for CEO (Bennett) and CFO (Devendorf) only |
| Severance (no CIC) | Not disclosed for Bradbury; CEO/CFO eligible for 12 months base salary, healthcare, and pro-rated bonus |
| Change-in-Control | Not disclosed for Bradbury; CEO/CFO receive 100% target bonus if termination within 24 months post-CIC; additional vesting terms apply to CFO’s pre-IPO long-term cash incentives |
| Restrictive Covenants | Not disclosed for Bradbury; CEO/CFO subject to 2-year non-compete and non-solicit |
Board Governance
- Role: Executive Chairman; non-independent. Lead Independent Director: Jeffrey T. Jackson .
- Independence: Five of eight directors are independent (Faucett, Jackson, Perdue, Walker, Wedewer); Thomas L. Bradbury, Gregory S. Bennett, and Julie M. Bradbury are not independent .
- Controlled Company Exemption: SDHC relies on NYSE controlled company exemptions (e.g., committee independence requirements, majority‑independent board) .
- Committee Memberships (excerpt):
- Audit: Neill B. Faucett (Chair), Jeffrey T. Jackson, Janice E. Walker
- Compensation: Jeffrey T. Jackson (Chair), Neil B. Wedewer, Neill B. Faucett
- Nominating & Corporate Governance: Neil B. Wedewer (Chair), Julie M. Bradbury, Janice E. Walker
- Board Attendance: All directors attended ≥75% of meetings in 2024 except Dr. Perdue (missed 2 of 5); SDHC held five board meetings .
- Director Compensation: Executive directors (Bradbury, Bennett) did not receive director fees; non‑employee director program includes retainers and annual RSUs (amended to $80,000 cash and $130,000 RSU value effective 2025) .
Director Compensation (Framework)
| Element | 2024 Program | 2025 Amended Program |
|---|---|---|
| Annual Cash Retainer | $70,000 (Lead Independent Director $25,000; Committee Chair $15,000; Committee member $5,000) | $80,000 annual cash retainer |
| Annual Equity Grant | RSU ≈ $100,000; full vest at 1 year or next annual meeting; CIC accelerates if not continuing on post‑CIC board | RSU ≈ $130,000; same vesting mechanics |
| Executive Directors | No director compensation (Bradbury, Bennett) | No change disclosed |
Related Party Transactions (Governance Red Flags)
| Transaction | Counterparty | Amount/Terms | Period/Notes |
|---|---|---|---|
| Finished lots purchase | BFP Holdings, LLC (affiliated with Founder Fund) | ~$0.8 million for 11 lots | Dec 2024 |
| HQ office lease | JBB Cherokee Holdings LLC (affiliated with Founder Fund) | ~$0.4 million per year; lease through Aug 31, 2028 | 2023–2024 |
| Facilities usage/events | Founder Fund affiliates | ~$0.4 million annually | 2023–2024 |
| Aircraft charter | Founder Fund affiliates | ~$0.1 million annually; plus personal aircraft use in All Other Compensation | 2023–2024 |
| Notes payable for aircraft | Founder Fund affiliate | $0.9 million repaid in 2024; interest 2.12%/2.56% | Repaid in IPO context |
| Tax Receivable Agreement (TRA) | Continuing Equity Owners (Founder Fund; GSB Holdings) | 85% of realized tax benefits paid; potential acceleration/early termination payments; liquidity impact risk | Ongoing; detailed terms and risk factors disclosed |
Performance & Track Record
- SDHC operational metrics (Q3 2025): home closings 788 (-3% y/y), revenue $262.0 million (-6%), gross margin 21.0% (vs. 26.5%), pretax income $17.2 million (vs. $39.6 million), EPS $0.24 (vs. $0.58), net new orders +15.0%, active communities +32% to 98; controlled lots +36% to 24,300 .
- Strategy: Asset-light model; focus on efficient construction cycle time; disciplined expansion in new and existing markets .
Compensation Structure Analysis (Management Confidence Signals)
- Shift to public-company pay frameworks post-IPO: Base salaries increased for CEO and Executive Chairman; AIP added quant metrics for CEO/CFO; discretionary-only AIP for Executive Chairman suggests governance sensitivity to founder role .
- Equity alignment: Founder Fund’s voting control via Class B (10x voting) sustains governance influence without traditional Class A economic exposure; executive RSU grants introduced for other NEOs; market‑based PSUs initiated for senior management (recipient specifics not disclosed) .
- Clawback: Adopted SEC/NYSE-compliant policy post‑IPO .
Risk Indicators & Red Flags
- Controlled Company: Reliance on NYSE controlled company exemptions reduces independent oversight versus typical public peers .
- Dual Role: Executive Chairman (non-independent) with Lead Independent Director mitigations; still a concentration of influence at founder level .
- Related Party Transactions: Land, facilities, aircraft arrangements with Founder Fund affiliates require sustained Audit Committee oversight .
- TRA Obligations: Potential cash payment acceleration and liquidity impacts in change-in-control or early termination scenarios .
- Hedging: Prohibited; pledging not explicitly referenced in cited policy disclosure .
- Insider selling/vesting pressure: Form 4 data was attempted via insider-trades skill but was unavailable due to an authorization error; will require follow-up for real-time visibility into transactions (Options/RSU tax withholding sales, redemptions/exchanges of LLC Interests) (attempted per insider-trades SKILL; 401 error).
Compensation Peer Group (Benchmarking)
- The Compensation Committee engaged Semler Brossy in connection with the IPO for executive/director pay market assessment; peer data informed program design and ongoing reviews .
Expertise & Qualifications
- Education: Bachelor’s in business administration, University of Georgia .
- Industry: 50+ years in homebuilding; founder/operator across multiple entities; technology and agricultural operations experience .
Investment Implications
- Alignment: Founder control (Class B; TRA) aligns founder interests to long-term value creation but creates governance complexity; Executive Chairman received no equity in 2024—alignment relies on Founder Fund’s LLC interests and voting control rather than Class A equity participation .
- Pay-for-Performance: Executive Chairman’s AIP is discretionary; lack of quantitative hurdles at this role contrasts with CEO/CFO metrics—investors should monitor Compensation Committee disclosure for future alignment changes .
- Governance & Liquidity: Related party transactions and TRA obligations present potential overhangs in strategic transactions (e.g., M&A, asset sales) and require robust independent oversight to protect minority shareholders .
- Operating Momentum: Despite margin compression in Q3 2025, SDHC is expanding communities and controlled lots with an asset-light approach; performance trajectory under founder/CEO leadership merits tracking against incentive metrics and capital allocation discipline .
Form 4 insider trade data was attempted using the insider-trades skill but could not be retrieved due to an authorization error. Further analysis of insider transactions (e.g., RSU vesting-related sales, LLC Interest exchanges) will be conducted upon data access restoration (skill consulted per SKILL.md).