Jason Enoch
About Jason Enoch
Jason Enoch (age 58) is UHG’s lead independent director and a Class III director (term expires 2026). He has served on the Board since 2023 (previously on GSH’s board since 2022) and is designated an independent director under Nasdaq rules. Enoch is a former Deloitte & Touche LLP partner (2002–2020; started at Deloitte in 1989) with deep public company audit and ICFR experience; he holds an accounting degree from Lehigh University and an MBA from Columbia University . As lead independent director, he presides over meetings of independent directors and serves as liaison to the Chair; the Board cites his role as enhancing objective oversight of management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Partner | 2002–2020 | Led public company audits and ICFR work; significant SEC interaction; assisted clients with IPOs/secondaries/private placements |
| Deloitte & Touche LLP | Audit professional | 1989–2002 | Began career at Deloitte |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | Enoch currently serves on no other public company boards |
Board Governance
| Governance Area | Details |
|---|---|
| Independence | Board determined Enoch is independent under Nasdaq and SEC rules |
| Lead Independent Director | Presides over independent director meetings; liaison with Chair; enhances Board oversight effectiveness |
| Committees | Audit Committee (Chair); Compensation Committee (Member); Related Party Transactions (RPT) Committee (Chair) |
| Financial Expert | Audit Committee financial expert under SEC rules |
| Meeting Attendance | Board held 7 meetings in 2024; each incumbent director attended ≥75% of Board and applicable committee meetings |
| Annual Meeting Attendance | All directors attended 2024 annual meeting except Bayles and Grove (implies Enoch attended) |
| Committee Activity (2024) | Audit: 4 meetings ; Compensation: 2 meetings ; Nominating conducted business by unanimous written consent (Enoch not on this committee) |
| Controlled Company Context | UHG is a Nasdaq “controlled company” due to voting control by Executive Chairman Michael Nieri; the company does not currently rely on governance exemptions but could in the future |
Fixed Compensation
| Component (Directors) | Policy Detail | Source |
|---|---|---|
| Annual Cash Retainer | $75,000 | |
| Committee Membership Fees | $6,000 per committee; $10,000 for RPT Committee | |
| Committee Chair Fees | Audit Chair: $15,000; Compensation Chair: $12,000; Nominating Chair: $12,000; RPT Chair: $20,000 | |
| Lead Independent Director Fee | $30,000 | |
| Equity | Directors may receive equity awards from time to time |
| Jason Enoch – 2024 Director Pay | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 146,000 |
| Stock Awards (Grant-date Fair Value) | 42,960 |
| Option Awards (Grant-date Fair Value) | 124,100 |
| Total | 313,060 |
Note: Program rates above describe standard structure; individual cash totals can vary due to timing/proration and service changes during the year .
Performance Compensation
- Director compensation is primarily fixed retainers plus equity (options/stock awards); no performance metrics are disclosed for non-employee director pay .
- The company’s PSU/option performance metrics described elsewhere in the proxy apply to executives, not directors .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other Public Company Boards | None (for Enoch) |
| Compensation Committee Interlocks | None reported; no member of the Compensation Committee (including Enoch) has served as an executive officer of UHG, and no interlocks with other companies reported |
Expertise & Qualifications
- Audit/Finance: Former Deloitte partner; designated Audit Committee financial expert; significant SEC engagement experience .
- Governance/Risk: Board cites his governance, risk management, operations, and public company best practices experience; chairs Audit and RPT Committees .
- Education: Accounting degree (Lehigh University) and MBA (Columbia University) .
Equity Ownership
| Holder | Class A Shares | % of Class A | Notes |
|---|---|---|---|
| Jason Enoch | 87,442 | <1% | Based on 21,628,512 Class A shares outstanding as of record date |
Related policies:
- Hedging and Pledging: Company policy prohibits hedging transactions (e.g., collars, forwards) and prohibits purchasing on margin, borrowing against, or pledging company securities as collateral (applies to directors) .
Related-Party Exposure (Context for RPT Oversight)
- RPT Committee Mandate: Enoch chairs the RPT Committee, which reviews/oversees contracts/transactions between UHG (or subs) and Executive Chairman Michael Nieri or his affiliates, per UHG’s charter/governing documents .
- Examples of Related-Party Transactions overseen under policies:
- OF Construction, LLC (45% owned by Nieri): approx. $2.26 million paid in 2024 (and ~$23k in 2023) for site contracting .
- Civil Engineering of Columbia, LLC (indirectly 55% owned by Nieri’s son; a UHG EVP): ~$312k paid in 2024 (and ~$74k in 2023) .
- Lot Purchase Agreements with Land Development Affiliates (owned by Nieri and/or Nieri Trusts): deposits ~$8.5m (2024) and ~$30.9m (2023); purchases ~$17.3m (2024) and ~$17.1m (2023) .
- Shared services with PCLDC: UHG allocated ~$353k (2024) and ~$413k (2023); charged ~$884k (2024) and ~$206k (2023); shared closing/legal costs ~$327k with partial reimbursement ~$166k .
- Office leases with entities owned by Nieri family: TBS ~$57k (2024) and ~$488k (2023); University Cottages ~$688k (2024) and ~$146k (2023) .
- Policy: Nominating & Corporate Governance Committee reviews related-party transactions (Item 404 definition), and the Board formed the RPT Committee specifically for transactions involving Nieri/affiliates .
Governance Assessment
-
Strengths
- Independent leadership and oversight: Enoch serves as lead independent director and Audit Committee Chair; designated audit committee financial expert; enhances financial reporting and risk oversight .
- Robust committee roles: Chairs Audit and RPT Committees and serves on Compensation Committee; committees composed of independent directors .
- Engagement: Board met 7 times (2024), committees active; all incumbents met ≥75% attendance; Enoch attended the 2024 annual meeting .
- Alignment safeguards: Company prohibits director hedging and pledging of shares .
-
Areas to Monitor
- Controlled company risk: UHG qualifies as a controlled company due to Executive Chairman’s voting control; while not currently using governance exemptions, it may elect to do so in the future, potentially reducing minority shareholder protections .
- Extensive related-party ecosystem: Material and recurring transactions with entities affiliated with the Executive Chairman and family members pose conflict risk; Enoch’s RPT Committee chair role is a mitigating control, but ongoing monitoring of pricing, fairness, and disclosure remains critical .
- Ownership “skin in the game”: Enoch holds 87,442 Class A shares (<1%); while meaningful in absolute terms, ownership as a percentage of Class A is small. The company’s prohibition on pledging and allowance for equity awards support alignment, but no explicit director ownership guideline is disclosed in the proxy .
-
Shareholder Sentiment (context)
- 2025 annual meeting director elections (Class II, not including Enoch) received very strong support (e.g., Dozier 81.0m for vs. 1.0m against; Levine 80.9m for vs. 1.1m against), indicating broad investor confidence in the board’s composition and oversight framework .
Overall: Enoch’s profile—independence, financial expertise, and leadership of Audit and RPT oversight—supports board effectiveness amid controlled-company dynamics and substantial related-party transactions. Continued transparency around RPT decision-making, strict adherence to independence standards, and maintenance of strong audit oversight are key to sustaining investor confidence .