Jack Micenko
About Jack Micenko
Jack G. (John) Micenko, Jr. is President of United Homes Group (UHG), appointed July 17, 2023, with 20+ years in residential housing finance, capital markets, and M&A. He previously led BTIG’s Housing Ecosystem investment banking practice and held senior research roles at Susquehanna International Group after investment banking roles at Lehman Brothers and Friedman Billings Ramsey; he holds a B.S. in Finance from John Carroll University . As of April 22, 2025, he beneficially owned 118,816 Class A shares (<1%); he is not listed as a director in UHG’s 2024 or 2025 proxy director rosters -. UHG’s insider policy prohibits hedging and pledging by officers/directors, aligning with long-term ownership .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BTIG LLC | Managing Director, led Housing Ecosystem investment banking | 2021–2023 | Led coverage across residential housing value chain; advised on capital markets/M&A; BTIG received $10.92m in investment banking fees related to UHG’s business combination (disclosed) . |
| Susquehanna International Group (SIG) | Senior Equity Analyst; Deputy Director of Research | 2004–2021 | Covered housing ecosystem; leadership in equity research to inform capital allocation . |
| Lehman Brothers | Vice President | 2000–2004 | Investment banking in real estate/mortgage finance . |
| Friedman Billings Ramsey (FBR) | Vice President | 1996–2000 | REIT/investment banking experience in housing/finance . |
External Roles
| Organization | Role | Years | Strategic Relevance |
|---|---|---|---|
| — | — | — | No current public board roles disclosed for Micenko . |
Fixed Compensation
| Year | Base Salary ($) | Other Cash (Bonus) ($) | All Other Comp ($) |
|---|---|---|---|
| 2024 | 650,000 | — (bonus paid as non-equity incentive below) | 8,197 |
| 2023 | 275,000 | 180,375 | — |
Notes:
- 2025 framework sets base salary at $650,000 and cash bonus potential at $812,500, with metrics of pretax profit, revenue, and closings (linear interpolation; 50% threshold/100% target/125% max payout per measure) .
- 2024 framework set base salary $650,000 and target cash bonus split into quantitative ($682,500) and qualitative ($195,000); quantitative metrics were adjusted EBITDA, revenue, and home closings with 75% threshold/100% target/110–225% max factor depending on role; qualitative paid only if company achieves ≥$40m adjusted EBITDA .
Performance Compensation
| Component | Metric(s) | Target/Threshold/Max Mechanics | 2024 Result (Actual Payout) |
|---|---|---|---|
| Annual cash incentive | 2024: Adjusted EBITDA, Revenue, Home Closings (quantitative) + qualitative goals; qualitative subject to ≥$40m adj. EBITDA gate | Quantitative: 75% payout at threshold, 100% at target, up to 150% (President) at max; qualitative 50–100% if gate met | Non‑equity incentive paid: $192,054 (FY2024) |
| Stock Options (time-based) | Service-vesting | Vest ratably over 4 years from grant date | Grants listed below |
| Performance Stock Units (PSUs) | Share price VWAP hurdle | 2024 PSUs: vest if 20/30 trading-day VWAP ≥$18.00 by 3/30/2028 . 2025 PSUs: vest if 20/30-day VWAP ≥$13.50 by 3/31/2029 | Outstanding; no vesting reported as of 12/31/2024 |
Equity Ownership & Alignment
- Beneficial ownership: 118,816 Class A shares (<1%), as of April 22, 2025 record date .
- Insider policy: Prohibits hedging, margin purchases, and pledging of company stock by officers/directors; Rule 10b5‑1 plans permitted .
Outstanding equity and vesting detail (as of 12/31/2024)
| Grant Type | Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration | PSUs Unvested | PSU Vesting Condition |
|---|---|---|---|---|---|---|---|
| Options | 7/17/2023 | 78,504 | 235,515 | $11.68 | 7/17/2033 | — | — |
| Options | 2/16/2024 | — | 161,250 | $6.96 | 2/16/2034 | — | — |
| PSUs (2024 cycle) | 2/16/2024 | — | — | — | — | 53,750 | Vest if 20/30 trading-day VWAP ≥$18.00 by 3/30/2028 |
| PSUs (2025 cycle) | 1/22/2025 approval | — | — | — | — | 53,750 (award level per framework) | Vest if 20/30 trading-day VWAP ≥$13.50 by 3/31/2029 |
Share ownership trend
| Date | Class A Shares Beneficially Owned | % of Class |
|---|---|---|
| 3/18/2024 (proxy record date) | — | — (not listed as beneficial owner) |
| 4/22/2025 (proxy record date) | 118,816 | <1% |
Potential selling pressure considerations:
- Time-based options vest quarterly/annually over four years; sizable unexercisable tranches (~396.8k total outstanding options as of 12/31/2024) begin converting to exercisable status through 2027–2028 .
- PSU supply vests only on sustained share price hurdles ($18 by 3/30/2028 for 2024 grant; $13.50 by 3/31/2029 for 2025 framework), aligning value with stock performance rather than fixed dates .
- Hedging/pledging ban reduces financing-motivated insider sales/pledge risk .
Employment Terms
Key terms from Employment Agreement (effective July 17, 2023):
- Role: President, reporting to the CEO (at time of entry); principal location Miami, FL -.
- Term: At-will; agreement term 3 years with automatic 12-month renewals; start 7/17/2023 .
- Base salary: $650,000 per annum at start; annual review -.
- Annual bonus: Committee-determined metrics/targets; paid by March 15 following performance year .
- Initial equity: Option to purchase 314,019 Class A shares, vesting in 4 equal annual installments .
- Severance (termination without cause or for good reason):
- Base Severance Benefit: 12 months of base salary .
- Incentive Severance Benefit: Greater of 1× average bonus (prior up to 3 years) or 1× target bonus; includes acceleration—time-based equity fully vests, performance-based at target or actual (if above target), pro-rated to performance period .
- COBRA subsidy up to 18 months (excess premium over employee rate) .
- Change-of-control (double trigger within 12 months before signing a deal or within 24 months after):
- 24 months of base salary and 2× bonus amount (as above); equity acceleration as above .
- 280G “best net” cutback (no tax gross-up) .
- Restrictive covenants: 12-month non-compete (single-family homebuilding, mortgage lending, and insurance to homeowners) in UHG counties of operation/planned activity; 12-month non-solicitation; confidentiality and non-disparagement -.
Board Governance
- Board service: Micenko is not listed as a UHG director in 2024 or 2025 proxies; therefore no committee roles, chair positions, or meeting attendance applicable to him - -.
- Dual-role implications: Not applicable; UHG is a controlled company (dual-class), but currently does not rely on governance exemptions; lead independent director is in place .
Compensation Structure Analysis
- Mix shift and alignment:
- 2024 and 2025 programs emphasize equity and operating performance metrics (EBITDA/profit, revenue, closings) alongside time-based options and stock-price PSUs—supporting pay-for-performance and share price alignment - -.
- PSUs vesting on sustained VWAP hurdles ($18 by 2028; $13.50 by 2029) further tie realizable pay to durable stock performance, limiting windfalls from brief spikes .
- Governance safeguards:
- 280G cutback (no gross-up), clawback-enabled via policy framework (company references standard practices; individual agreement includes forfeiture on covenant breach), hedging/pledging prohibited .
- Committee independence and advisor: Compensation Committee composed of independent directors; retained WealthPoint as independent compensation consultant .
Compensation & Ownership Tables
Multi-year compensation (named executive officer)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 650,000 | — | 185,438 | 582,113 | 192,054 | 8,197 | 1,617,802 |
| 2023 | 275,000 | 180,375 | — | 1,689,422 | — | — | 2,144,797 |
Beneficial ownership (record date 4/22/2025)
| Holder | Class A Shares | % of Class |
|---|---|---|
| Jack Micenko | 118,816 | <1% |
Risk Indicators & Red Flags
- Related party/independence optics: UHG operates under a controlled structure with extensive related-party transactions tied to the Executive Chairman and affiliates; governance mitigations include a Related Party Transactions Committee. Not specific to Micenko, but relevant to overall governance risk context -.
- Pay safeguards: No excise tax gross-up; 280G cutback provision; restrictive covenants with forfeiture of unpaid severance if breached .
- Trading policy: Prohibits hedging and pledging; Rule 10b5‑1 plans allowed, reducing optics of opportunistic trading .
Say‑on‑Pay & Shareholder Feedback
- No say‑on‑pay results were presented in 2024 or 2025 proxies; shareholder voting items limited to director elections and auditor ratification - -.
Expertise & Qualifications
- Education: B.S. Finance, John Carroll University .
- Domain expertise: Housing finance, capital markets, M&A, and sell-side research leadership; relevant to UHG’s land-light, returns-focused model .
Investment Implications
- Alignment: Cash incentive metrics (profit/revenue/closings) and PSU price hurdles reinforce operating discipline and shareholder value capture; lack of hedging/pledging and 280G cutback bolster governance quality - - .
- Retention: Double-trigger CoC benefits (2× salary and bonus, equity acceleration) and 12-month severance provide retention through strategic transitions; options/PSUs staggered vesting extends retention horizon to 2028–2029 - .
- Supply overhang: Time-based option vesting through 2027–2028 and potential PSU releases upon sustained price hurdles create future supply catalysts; mitigated by performance gating and no-pledging policy .
- Governance context: While Micenko is not a director (reducing dual-role concerns), UHG’s broader related-party exposures persist; continued oversight by independent committees remains a monitoring point for investors - -.