Brett Hoge
About Brett Hoge
Independent director at SPGC since March 2022; age 46 as of the 2024 record date. Hoge is a longtime Financial Advisor with Truist Investment Services (since 2008), recognized among the Financial Times Top 400 Financial Advisors (2017, 2018, 2020) and Forbes Best-In-State Wealth Advisors (2022). He holds a B.S.B.A. in finance and insurance from Appalachian State University (1999) and is active in community and nonprofit governance. His board service features audit leadership and capital markets expertise aligned with SPGC’s needs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Truist Investment Services, Inc. | Financial Advisor | 2008–present | Capital markets and wealth management expertise; external recognition (FT Top 400; Forbes Best-In-State) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Clemmons Community Foundation | Investment Committee Member | Not disclosed | Community investment oversight |
| Centers of Aging and Rehabilitation of Florida, Inc. | Board Member | Not disclosed | Nonprofit governance |
| JDRF Piedmont Triad Chapter | Board Member | Not disclosed | Nonprofit governance |
Board Governance
- Independence: Board determined Hoge is independent under Nasdaq rules .
- Committees and chair roles:
- Audit Committee: Chair; designated Audit Committee Financial Expert .
- Compensation Committee: Member (Chair is Jane Casanta) .
- Nominating & Corporate Governance Committee: Member (Chair is Dottie Pepper) .
- Attendance: In 2023, each director attended at least 75% of Board and applicable committee meetings (Hoge included) .
- Years on board: Director since March 2022 .
- Executive sessions frequency: Not disclosed.
- Code of Conduct/Committee charters: Available on company website .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual Board retainer (Independent Directors) | $20,000 cash, paid quarterly | |
| Committee Chair fee | $5,000 per committee chair (Audit; Compensation; Nominating) | |
| Board Chairman additional retainer | $5,000 (not applicable to Hoge) |
Director cash earned (FY2023):
| Director | Cash Fees ($) | Source |
|---|---|---|
| Brett Hoge | 43,750 |
Notes:
- Cash retains are on fiscal-year basis; pro‑rated for partial service periods .
Performance Compensation
| Equity Vehicle | Grant details | Vesting/Term | Notes |
|---|---|---|---|
| Stock options (standard director grants) | 4,000 options to each Independent Director upon appointment; Board Chairman receives additional 2,400 options | Vest quarterly over 3 years; term is earlier of 7 years from grant or 2 years post‑separation | |
| Stock options (Dec 22, 2023 grant) | Hoge received 80,000 options; grant fair value $44,292; intended to cover 2023 and 2024 board service | Not separately disclosed for this grant; standard policy suggests 3‑year quarterly vesting and 7‑year max term |
- Performance metrics: No performance conditions disclosed for director equity awards; director options are time‑vested .
- Clawback: All awards subject to company clawback/recoupment policies adopted by the Board .
- Change‑in‑control treatment: Company’s 2022 Equity Incentive Plan provides “double‑trigger” acceleration for awards assumed/substituted in a Change in Control if the non‑employee director’s service terminates in connection with the transaction (involuntary), otherwise no single‑trigger acceleration solely due to the transaction .
Other Directorships & Interlocks
| Category | Disclosure | Source |
|---|---|---|
| Current public company directorships | None disclosed for Hoge | |
| Private/nonprofit boards | Clemmons Community Foundation, Centers of Aging and Rehabilitation of Florida, Inc., JDRF Piedmont Triad Chapter | |
| Interlocks with SPGC competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Financial expertise: Audit Committee Chair and designated financial expert .
- Capital markets/wealth management: 15+ years as Financial Advisor, top-industry recognitions .
- Education: B.S.B.A. (Finance & Insurance), Appalachian State University (1999) .
Equity Ownership
| Date (Cap Table Basis) | Total Beneficial Ownership (shares) | Composition | % of Outstanding | Source |
|---|---|---|---|---|
| Oct 31, 2024 (1,825,587 shares outstanding) | 53,847 | 48,514 shares owned; vested options 5,333 | 2.76% | |
| Dec 19, 2024 (8,915,524 shares outstanding) | 216,347 | 211,014 shares owned; vested options 5,333 | 2.42% |
Notes:
- The Jan 2025 special proxy indicates Hoge also holds Series A/B warrants; beneficial ownership excludes any shares issuable upon exercise of those warrants .
- Share count expansion between Oct and Dec 2024 reflects the December 2024 underwritten public offering with warrants, changing the denominator and possibly Hoge’s holdings .
Governance Assessment
Strengths:
- Independent director with audit chair leadership and “financial expert” designation enhances board oversight of reporting and controls .
- Solid attendance (≥75%) and multi‑committee participation indicate engagement .
- Director pay structure uses modest cash retainers and at‑risk equity with vesting, aligning incentives with shareholders .
- Clawback policy and double‑trigger CIC protections mitigate windfalls and align with governance best practices .
Watch items / potential red flags:
- No formal written policy for related‑party transactions (board reviews case‑by‑case due to company size). While no Hoge‑related transactions disclosed, absence of formal policy can concern investors as the company scales .
- December 2023 option grant to non‑employee directors (80,000 options to Hoge) covers service periods across years; front‑loading multi‑year equity may reduce annual say‑on‑pay visibility even if economically reasonable for retention .
- Warrant structures and potential reset/anti‑dilution features at the company level could create future dilution; Hoge’s warrant holdings are excluded from beneficial ownership, which can understate true economic exposure/dilution overhang .
Conflicts/Related Party:
- No related‑party transactions involving Hoge disclosed; related‑party items in 2023 involved other insiders and were repaid in full .
Shareholder votes / Say‑on‑Pay:
- 2024 Annual Meeting agenda included only director elections and auditor ratification; no say‑on‑pay proposal was presented .