Tom O’Grady
About Tom O’Grady
Clive R.G. (Tom) O’Grady, age 70, is Chief Administrative Officer (CAO) and a director at United Homes Group (UHG). He has served as CAO since the March 30, 2023 Business Combination and was previously a director of Great Southern Homes (GSH) since October 2021; he remains on UHG’s board but is not standing for re‑election as a Class II director at the 2025 annual meeting. He holds a BCom and LLB from the University of the Witwatersrand (Johannesburg) and an LLM from the University of Virginia, and brings 25+ years of corporate transactional law experience, corporate development, and board governance to UHG. As of the 2025 proxy record date, he beneficially owned 829,242 Class A shares (3.7% of Class A), aligning him materially with shareholder outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Great Southern Homes (GSH) | Director | Oct 2021–Mar 2023 | Governance during SPAC process and pre‑merger operations . |
| Great Southern Homes (GSH) | Chief Administrative Officer | Jan 2022–Mar 2023 | Oversaw admin through Business Combination transition . |
| RxAlly (technology company) | EVP, Corporate Development | 2012–2013 | Corporate development initiatives in tech-enabled healthcare . |
| McGuire Woods LLP | Corporate transactional lawyer | ~25+ years (prior to 2012) | Led complex transactions; deep legal/structural expertise . |
| Bowmans (South Africa) | Lawyer | Prior to McGuire Woods | International legal experience; cross-border perspective . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Attransco, Inc. (shipping) | Treasurer & Director | Since 1995 | Long-tenured fiduciary oversight in industrial sector . |
| O’Grady Law PLLC | Principal | 2013–Mar 2023 | Advisory and legal leadership prior to UHG Business Combination . |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base salary ($) | 231,250 | 325,000 | 325,000 |
| Target cash bonus ($) | n/a (paid actual below) | 250,250 (quantitative) | 406,250 (100% of salary) |
| Target cash bonus – qualitative ($) | n/a | 97,500 (subject to EBITDA gate) | Individualized metrics included (amount within total above) |
| Actual bonus paid ($) | 114,563 | Not disclosed | Not disclosed |
| Director fees ($) | 0 (employees do not receive board fees) | 0 | 0 |
Performance Compensation
Annual Cash Bonus Design (O’Grady)
| Metric | Weighting | Threshold Payout | Target Payout | Max Payout | Qualitative Gate |
|---|---|---|---|---|---|
| 2024: Adjusted EBITDA | Not disclosed | 75% | 100% | 110% | Qualitative portion pays only if Company achieves ≥$40M adjusted EBITDA |
| 2024: Revenue | Not disclosed | 75% | 100% | 110% | Same gate as above |
| 2024: Home closings | Not disclosed | 75% | 100% | 110% | Same gate as above |
| 2025: Pretax profit | Not disclosed | 50% (for named execs; O’Grady uses pretax + individualized metrics) | 100% | 125% | Not disclosed for O’Grady |
| 2025: Individualized metrics | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
Equity Awards
| Award | 2024 Grant Size (#) | 2024 Vesting | 2024 Price Hurdle / Term | 2025 Grant Size (#) | 2025 Vesting | 2025 Price Hurdle / Term |
|---|---|---|---|---|---|---|
| Stock options | 67,500 | Time-based; ratable over 4 years commencing on 1-year anniversary | Exercise price not disclosed for O’Grady; option term standard under Plan | 67,500 | Time-based; ratable over 4 years commencing on 1-year anniversary | Exercise price not disclosed; option term standard under Plan |
| PSUs | 22,500 | Performance-based | VWAP ≥$18.00 for 20 of 30 consecutive trading days by Mar 30, 2028 | 22,500 | Performance-based | VWAP ≥$13.50 for 20 of 30 consecutive trading days by Mar 31, 2029 |
Equity grant timing: Company generally grants annual equity in January after preliminary operating statistics; off-cycle grants typically on first trading day of the month after event; grant timing is independent of MNPI release .
Equity Ownership & Alignment
| Item | As of Dec 31, 2023 | 2024 Framework | 2025 Framework |
|---|---|---|---|
| Beneficial ownership (Class A shares) | 829,242 shares | — | — |
| Ownership % of Class A | 3.7% | — | — |
| Options – exercisable | 0 | Not disclosed | Not disclosed |
| Options – unexercisable | 130,841 @ $11.64 expiring 5/25/2033 | New time-based options: 67,500 (ratable over 4 years) | New time-based options: 67,500 (ratable over 4 years) |
| PSUs – unearned | — | 22,500 (VWAP ≥$18.00 by 3/30/2028) | 22,500 (VWAP ≥$13.50 by 3/31/2029) |
| Hedging/derivatives policy | Hedging and options (puts/calls) prohibited for directors/officers/employees | — | — |
| Pledging policy | Pledging Company stock prohibited for directors/officers/employees | — | — |
| 10b5‑1 plans | Permitted for executives/directors under policy | — | — |
Employment Terms
- Agreement type and term: Executive employment agreements with at-will employment; typical term 3 years with automatic 12‑month renewals for non‑CEO executives (covers O’Grady) .
- Base salary: $325,000 in 2024; $325,000 in 2025 .
- Severance: Base Severance Benefit generally equals 12 months of base salary for executives other than Mr. Nieri; includes potential Incentive Severance Benefit upon termination without cause or for good reason (subject to release) .
- Change‑of‑control: Agreements provide for equity acceleration and certain additional benefits under defined Change in Control terms .
Board Governance and Director Service
- Board service history: Director at GSH since 2021; UHG director since the 2023 Business Combination; current Class II director not standing for re‑election in 2025 (Class II will be set at two seats; nominees are Dozier and Levine) .
- Committee memberships: Not listed as a member of any standing committee; current committees are Audit (Enoch, chair; Dozier; Levine), Compensation (Levine, chair; Clements; Dozier; Enoch), Nominating & Corporate Governance (Dozier, chair; Clements; Haley), Related Party Transactions (Enoch, chair; Dozier; Levine) .
- Independence and controlled company: UHG’s board has a majority of independent directors; O’Grady is an employee‑director (non‑independent). UHG qualifies as a “controlled company” under Nasdaq due to Executive Chairman Michael Nieri’s voting control, though it states it does not currently rely on controlled company exemptions .
- Board meetings/attendance: Board held seven meetings in 2024; each incumbent director attended ≥75% of meetings and committee meetings during their service .
- Director compensation: Employees serving as directors do not receive board compensation; non‑employee directors receive a $75,000 cash retainer, $6,000 committee fees ($10,000 for Related Party Transactions Committee), chair fees ($12,000 for Nominating and Compensation; $15,000 for Audit; $20,000 for Related Party Transactions) and $30,000 for Lead Independent Director; equity may be granted periodically .
Related Party Transactions and Conflicts
- TS20 Holdings Letter Agreement (O’Grady): GSH engaged TS20 Holdings, LLC (wholly owned by O’Grady) to assist with SPAC transaction; paid a success‑based fee of $800,000 at closing and monthly fees ($5,000 for GSH board service; $20,000 for GSH CAO services). Payments ceased upon the Business Combination closing .
- Governance controls: Related party transactions oversight by Nominating & Corporate Governance Committee; separate Related Party Transactions Committee focuses on contracts with affiliates of Mr. Nieri .
Compensation Committee and Program Oversight
- Compensation Committee: Chaired by Alan Levine; all members independent. Retained WealthPoint as external compensation consultant in 2024–2025 to advise on peer selection, program competitiveness, equity design, and director pay structure .
- Equity plan capacity: As of Dec 31, 2024, 5,751,349 securities underlying outstanding options with weighted‑average exercise price $8.92; 1,770,901 shares remained available under the 2023 Plan .
Investment Implications
- Alignment: O’Grady’s 3.7% beneficial ownership of Class A and multi‑year option/PSU packages create strong alignment with shareholder value creation; hedging and pledging prohibitions further support alignment and reduce misaligned risk behaviors .
- Retention/transition risk: Standard executive severance (12 months base) and automatic renewal terms mitigate abrupt departure risk; non‑independent board role is ending (not standing for re‑election), reducing dual‑role governance concerns while preserving executive continuity .
- Pay‑for‑performance levers: Annual bonuses tie to EBITDA/revenue/closings (2024) and pretax profit/individual metrics (2025). Equity PSUs hinge on sustained VWAP thresholds ($18.00 by 3/30/2028; $13.50 by 3/31/2029), which is a clear market‑price trigger investors can monitor for vesting events and potential supply from subsequent share settlements .
- Trading signals: Watch option vesting anniversaries (time‑based; ratable over four years) starting one year from grant dates and 10b5‑1 plan disclosures. Monitor 20/30‑day VWAP thresholds at $13.50 (through 3/31/2029) as PSU vesting catalysts that could precede structured sales under plans and incremental float elasticity .
Overall: Compensation uses a balanced mix of cash metrics and equity with explicit price hurdles; related party history (TS20 success fee) is disclosed and overseen; governance shifts away from dual role as director should improve independence optics without changing CAO responsibilities .