Pennington Nieri
About Pennington Nieri
Pennington Nieri served as Co-Executive Vice President – Construction Services at United Homes Group (UHG) from the Business Combination on March 30, 2023 until his separation on July 1, 2025; he holds a degree in Construction Science and Management from Clemson University and was age 32 as of the 2025 record date . He is the son of Executive Chairman Michael Nieri; UHG’s proxy also discloses that he is the beneficial owner of 31.3% of the Class A common stock, and that he indirectly owns 55% of Civil Engineering of Columbia, LLC (CEC), an engineering/surveying firm that provided services to UHG subsidiaries . During his UHG tenure he managed design, purchasing, estimating, permitting and back-office support for construction teams; his employment ended via a separation agreement with stock-settled severance (details below) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Great Southern Homes, Inc. (GSH) | Vice President – Pre-Construction | Jan 2019 – Mar 30, 2023 | Pre-construction leadership across design, purchasing, estimating . |
| United Homes Group, Inc. | Co-Executive Vice President – Construction Services | Mar 30, 2023 – Jul 1, 2025 | Managed design, purchasing/estimating, permitting and back-office support for construction teams . |
External Roles
| Organization | Role | Tenure | Economics/Notes |
|---|---|---|---|
| Civil Engineering of Columbia, LLC (CEC) | Indirect 55% owner | Since Jan 2022 | GSH paid CEC ~$312,000 (2024) and ~$74,000 (2023) for engineering/surveying services . |
| PWN Trust 2018 | Co-trustee (with COO Shelton Twine) | As of 2025 proxy | Holds 6,058,908 Class A (22.0%) and 5,975,576 Class B (16.2%); co-trustees share voting/dispositive control . |
| MPN Grandchildren’s Trust 2023 | Trustee | As of 2025 proxy | Holds 1,705,215 Class A (7.6%) and 725,215 Class B (2.0%); voting/dispositive control held by Pennington as trustee . |
Fixed Compensation
Separation Consideration (July 1, 2025)
| Item | Disclosure | Source |
|---|---|---|
| Last day of employment | July 1, 2025 | |
| Severance payment amount | $423,342.93 | |
| Form of severance | Class A common stock | |
| Per-share valuation for severance | $2.71 (closing price on agreement date) | |
| Shares issued for severance | 156,215 | |
| Payment timing | Lump sum within 30 days following termination date | |
| Withholding | Subject to required deductions and withholdings | |
| Additional payments | Accrued unpaid wages; accrued, unused PTO (excluding carryover); reimbursable business expenses per policy | |
| Other benefits | None beyond amounts specified; agreement is full satisfaction of obligations | |
| Transferability/Resale | Shares are “restricted” securities; may only be resold via registration or exemption (e.g., Rule 144) and subject to a minimum 6‑month holding period | |
| Unregistered sale disclosure | Company reported issuance of 156,215 Class A shares on July 1, 2025 under Section 4(a)(2) |
Note: The separation agreement states “No Other Benefits” beyond those enumerated and that the settlement satisfies and discharges the Company’s potential liabilities, including claims for severance/variable pay/bonuses .
Performance Compensation
- No performance-based payout or equity acceleration is provided in the separation agreement; it specifies no benefits beyond the stock-settled severance and accrued items .
- Company-wide PSU design (for named executive officers) vests only if VWAP ≥ $18 for 20 of 30 trading days through March 30, 2028; not specific to Pennington and presented here for context .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership (Class A) | UHG discloses Pennington as “the beneficial owner of 31.3%” of Class A common stock . |
| Trust voting/disposition roles | Co-trustee of PWN Trust 2018 (6,058,908 Class A; 5,975,576 Class B); trustee of MPN Grandchildren’s Trust 2023 (1,705,215 Class A; 725,215 Class B) with voting/dispositive control as noted in footnotes . |
| Insider policy on hedging/pledging | Company prohibits officers/employees from hedging and from purchasing on margin, borrowing against Company securities, or pledging Company securities as collateral . |
| 10b5-1 plans | Permitted for executives/directors to facilitate diversification during closed periods, subject to policy . |
Employment Terms
- Employment Agreement dated March 30, 2023 (terminated by mutual agreement in connection with separation) .
- Confidentiality and restrictive covenants: Pennington reaffirmed the standard Non‑Disclosure, Non‑Competition and Assignment Agreement remains in full force post-separation .
- Non‑disparagement: Broad mutual non-disparagement obligations (with exceptions for legal process) .
- Arbitration: Binding arbitration for disputes under AAA employment rules (Columbia, SC), with prevailing party enforcement; injunctive relief available in court for covenant compliance .
- Breach consequences: Company may recover/cease severance upon material breach; indemnification obligations for breach or false representations .
Related Party Transactions (Governance Risk Indicators)
| Transaction | Counterparty | 2024 | 2023 | Notes |
|---|---|---|---|---|
| Engineering & surveying services | Civil Engineering of Columbia, LLC (55% indirectly owned by Pennington) | ~$312,000 | ~$74,000 | Services to GSH . |
| Office lease payments | Two Blue Stallions, LLC (owned by children/trusts incl. Pennington) | ~$57,000 | ~$488,000 | GSH leases office space . |
| Office lease payments | University Cottages, LLC (owned by TBS and spouse of Michael Nieri) | ~$688,000 | ~$146,000 | GSH leases office space . |
| Model home leases | TBS, PMN Trust 2018, MEN Trust 2018, PWN Trust 2018, UC | ~$286,000 | ~$500,000 | Base rent + maintenance, etc. . |
UHG maintains policies/committees overseeing related party transactions, and the proxy details committee responsibilities and review standards .
Investment Implications
- Near-term selling pressure: Severance shares (156,215) are restricted and subject to at least a six-month Rule 144 hold, limiting immediate selling; potential unlock and incremental float post-hold period may modestly increase supply depending on liquidity conditions .
- Alignment and control: Pennington’s trustee roles confer voting/dispositive influence over large family trust stakes (e.g., PWN Trust 2018 with 22.0% Class A; MPN Grandchildren’s Trust with 7.6% Class A), and UHG discloses him as beneficial owner of 31.3% Class A, signaling significant family alignment but also concentrated control dynamics to weigh in governance assessments .
- Reduced hedging/pledging risk: Company policy explicitly prohibits hedging and pledging by officers, mitigating adverse alignment risks from collateralized stock or derivative overlays .
- Related party exposure: Ongoing transactions with entities tied to Pennington and family (CEC, TBS, UC, trusts) present potential governance/perception risk; investors should monitor committee oversight and pricing vs. third-party terms .
- Retention/transition: Pennington’s exit eliminates his direct retention risk; restrictive covenants (non‑compete, confidentiality) reduce competitive leakage risk to UHG post-departure .