Michael Nieri
About Michael Nieri
Executive Chairman of United Homes Group (UHG); age 60; B.S. in Construction Science and Management from Clemson University; founder of Great Southern Homes (GSH) with a career building 15,000+ homes across the Southeast high-growth markets . Served as UHG’s CEO from March 30, 2023 through September 30, 2024, and now chairs the board with a lead independent director structure; UHG qualifies as a Nasdaq “controlled company” due to his voting control but does not currently rely on controlled-company exemptions . He and family trusts hold 100% of Class B shares representing ~79% of total voting power, a material governance lever affecting board independence and related-party oversight .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United Homes Group, Inc. | Executive Chairman (Chair of the Board) | Oct 1, 2024–present | Separation of CEO/Chair roles; maintained controlled-company governance with lead independent director to enhance oversight . |
| United Homes Group, Inc. | Chief Executive Officer | Mar 30, 2023–Sep 30, 2024 | Led initial period post-SPAC combination; transitioned to Executive Chair; board remained majority independent . |
| Great Southern Homes, Inc. | Founder, President & Chairman | Jun 2004–Mar 30, 2023 | Built 15,000+ homes; recognized with SC Housing Hall of Fame and 2020 Hearthstone BUILDER Humanitarian Award . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | No other public company boards disclosed | — | None disclosed; “Other Public Boards: None” in proxy . |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Salary | $1,115,782 | $923,019 |
| Bonus | $414,638 | $0 |
| Stock Awards | $0 | $388,125 |
| Option Awards | $3,493,640 | $1,218,375 |
| Non-Equity Incentive Plan Compensation | $0 | $227,863 |
| All Other Compensation | $25,909 | $31,860 (401k match $12,338; medical $7,022; legal $12,500) |
| Total | $5,049,789 | $4,007,617 |
Performance Compensation
Stock Options (as of 12/31/2024)
| Metric | 5/25/2023 Grant | 2/16/2024 Grant |
|---|---|---|
| Exercisable (shares) | 163,551 | — |
| Unexercisable (shares) | 490,655 | 337,500 |
| Exercise Price | $11.64 | $6.96 |
| Expiration | 5/25/2033 | 2/16/2034 |
| Vesting | Ratable over 4 years from grant date | Ratable over 4 years from grant date |
Performance Stock Units (PSUs)
| Metric | 2/16/2024 PSUs |
|---|---|
| Units (unearned) | 112,500 |
| Performance Metric | Vest if Class A VWAP ≥ $18.00 for 20 of 30 consecutive trading days by Mar 30, 2028 |
| Payout Mechanism | 100% vest upon hurdle achievement; no voting rights prior to vest |
| 2025 PSU Allocation | None for Nieri; he received options only in 2025 framework |
Company-wide 2025 bonus metrics (context)
Bonuses for other NEOs are tied to three measures: pretax profit, revenue, and closings, with threshold/target/max payout scaling (50%/100%/125%) and linear interpolation; Nieri’s 2025 compensation governed by his employment agreement (equity via options) .
Equity Ownership & Alignment
| Item | As of Apr 22, 2025 |
|---|---|
| Class A Shares Beneficially Owned | 40,615,995 |
| Class A % of Class | 68.8% |
| Class B Shares Beneficially Owned | 36,973,876 |
| Class B % of Class | 100.0% |
| Voting Power via Class B | Approx. 79% of total voting power (Class B carries 2 votes/share; 100% held by Nieri/trusts) |
| Options Exercisable | 163,551 (5/25/2023 grant) |
| Options Unexercisable | 490,655 (5/25/2023), 337,500 (2/16/2024) |
| PSUs (unearned) | 112,500 (2024 grant) |
| Hedging/Pledging | Hedging and pledging prohibited by insider trading policy |
| 10b5-1 Plans | Permitted for executives/directors |
| Director Compensation | None (employees do not receive director fees) |
Employment Terms
| Term | Details |
|---|---|
| Agreement Term | Initial term expires Mar 31, 2028; auto-renews for successive one-year periods beginning Apr 1, 2028 unless notice given |
| Severance | $5,000,000 upon termination without cause or for good reason, subject to release of claims |
| Change in Control | Employment agreements provide for equity acceleration and certain additional benefits in specified circumstances, including upon Change in Control |
| At-Will & Termination | At-will; may be terminated by company for death/disability/with or without cause, by executive with/without good reason, or mutually |
Board Governance and Dual-Role Implications
- Director since 2023; currently Executive Chairman (separate interim CEO); lead independent director (Jason Enoch) presides executive sessions to strengthen independent oversight .
- UHG qualifies as a controlled company due to Nieri’s majority voting power; board currently does not rely on controlled-company exemptions but may in the future (monitor for independence drift) .
- Majority of directors are independent; committees (Audit, Compensation, Nominating & Corporate Governance, Related Party Transactions) fully independent; Related Party Transactions Committee specifically oversees any UHG contracts with Nieri or affiliates .
- Family relationships disclosed: Nieri is brother-in-law to COO Shelton Twine and father of Pennington Nieri, Co-EVP Construction Services—heightens related-party scrutiny .
Related Party Transactions (material oversight items)
| Transaction | 2023 Amount | 2024 Amount |
|---|---|---|
| Civil Engineering of Columbia (55% owned by Pennington Nieri) – engineering/surveying services | ~$74,000 | ~$312,000 |
| Lot Purchase Agreements with Land Development Affiliates (owned by Nieri/Nieri trusts) – deposits | ~$30.9M | ~$8.5M |
| Lot Purchase Agreements – payments for lots | ~$17.1M | ~$17.3M |
| PCLDC services agreement – overhead allocated by UHG to PCLDC | ~$413,000 | ~$353,000 |
| PCLDC services agreement – charges to UHG (property maintenance, consulting, land development mgmt) | ~$206,000 | ~$884,000 |
| Shared closing/legal costs for land banking (net reimbursement) | — | UHG paid ~$327,000; PCLDC reimbursed ~$166,000 |
| Office leases – Two Blue Stallions, LLC | ~$488,000 | ~$57,000 |
| Office leases – University Cottages, LLC | ~$146,000 | ~$688,000 |
| Sale/lease of model homes (TBS, PMN/MEN/PWN trusts, UC) | ~$500,000 | ~$286,000 |
| OF Construction, LLC (45% owned by Nieri) – site contracting | ~$23,000 | ~$2,260,000 |
| Pre-closing distribution to Nieri (GSH S-corp taxes/personal) | ~$16.5M (year ended Dec 31, 2023) | — |
Oversight: Related Party Transactions Committee reviews/approves contracts between UHG and Nieri or his affiliates per charter and Amended & Restated Certificate of Incorporation .
Compensation Structure Analysis
- Shift toward equity and at-risk pay remains, but cash elements declined YoY: salary fell (~$1.12M to ~$0.92M), bonus dropped to $0, option awards down materially, while 2024 included new stock awards and non-equity incentive payouts; total compensation decreased ~21% YoY ($5.05M → $4.01M) .
- 2024/2025 incentives emphasize market-based PSUs with stock price hurdles ($18 VWAP by 2028; broader plan uses $13.50 by 2029) and multi-year option vesting, aligning pay outcomes to shareholder returns and retention, though market hurdles can drive lump-sum vesting and potential selling pressure on threshold attainment .
- 2025 framework for other NEOs ties cash bonuses to operating metrics (pretax profit, revenue, closings) with capped upside, signaling discipline in payout calibration; Nieri governed by his employment agreement with 2025 options allocation only .
Equity Ownership & Alignment Notes
- Extremely high beneficial ownership and voting control create strong long-term alignment but also elevate entrenchment risk; insider policy bans hedging/pledging, mitigating misalignment from collateral use .
- Vested vs unvested equity: 163,551 options exercisable; 828,155 options unexercisable across 2023/2024 grants; 112,500 PSUs outstanding with market hurdle, implying potential future supply if thresholds are met .
- Director fees not paid to employees; any board equity/fees are reserved for non-employee directors, avoiding double compensation .
Performance & Track Record
- Founder/operator pedigree: built 15,000+ homes; industry awards including SC Housing Hall of Fame, Central SC BIA Richard N. Sendler Award, SC Homebuilder of the Year, Builder Member of the Year; 2020 Hearthstone BUILDER Humanitarian Award for charitable leadership .
- Transitioned governance to split Chair/CEO model with interim CEO, preserving board majority independence and lead independent director oversight .
Compensation Committee Analysis
- Compensation Committee (independent directors; chair Alan Levine) retained WealthPoint as independent consultant; scope includes peer selection, program competitiveness, equity design, and director pay review; WealthPoint provided no non-comp services to UHG .
- Annual equity grant policy and timing designed independent of MNPI release; grants typically in January, off-cycle grants on the first trading day of the following month .
Investment Implications
- Governance/control: Nieri’s ~79% voting power via Class B and extensive related-party ecosystem require continued scrutiny; however, independent committees (including a dedicated Related Party Transactions Committee) and a lead independent director provide structural checks—monitor any future use of controlled-company exemptions .
- Pay-for-performance alignment: 2024 PSUs tied to stringent stock price hurdles and multi-year option vesting drive alignment and retention; absence of 2025 PSUs for Nieri and reliance on options suggests confidence in long-term equity accretion, with potential supply upon vesting that could affect trading dynamics around hurdle windows .
- Severance/change-in-control economics: $5M severance (without cause/good reason) plus equity acceleration in specified scenarios represents a material claim on cash/equity in transitions—consider in downside governance/turnover scenarios .
- Related-party transactions: Large volumes with Nieri-affiliated entities (lots, construction services, leases) are operationally significant; while overseen by independent committee, they represent a persistent governance risk factor and potential valuation overhang if terms deviate from arm’s length—track committee disclosures and cash flows .