UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 22, 2025
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(Address of principal executive offices) | (Zip Code) | ||||
(844 ) 766-4663
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report)
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 22, 2025, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of United Homes Group, Inc. (the “Company”) approved the 2025 compensation framework (the “2025 Executive Compensation Framework”) for the Company’s executives (the “Executives”), including its named executive officers, which included base salaries, cash bonuses, and equity awards, as described in more detail below. With respect to the equity awards, the Committee approved (1) performance-based equity grants in the form of performance stock units, and (2) time-based equity grants in the form of stock options (collectively, the “Awards”), which were subsequently granted under the United Homes Group, Inc. 2023 Equity Incentive Plan (the “Plan”). The following is a description of the material terms and conditions of the 2025 Executive Compensation Framework and the Awards.
2025 Executive Compensation Framework
The Committee retained WealthPoint Business Advisory Services, LLC (“WealthPoint”) in its development of the 2025 Executive Compensation Framework, and WealthPoint worked with management at the request and under the direction of the Committee. The 2025 Executive Compensation Framework consists of the following:
•Base salaries for the 2025 fiscal year;
•Cash bonus potential, pursuant to which the Executives will be entitled to bonuses based on achievement of certain performance metrics; and
•Equity awards, pursuant to which the Executives will be entitled to both time-based and performance-based equity awards.
The Committee’s approval of the 2025 Executive Compensation Framework was based on various factors, including, among others, recommendations made by WealthPoint.
Base Salaries and Cash Bonuses
The 2025 base salaries and target bonuses set by the Committee for each of the Company’s named executive officers and Chief Financial Officer are as follows:
| Executive Officer | Base Salary | Cash Bonus Potential | ||||||||||||
| Michael Nieri, Executive Chairman | $ | 608,000 | $ | — | ||||||||||
| Jack Micenko, President | $ | 650,000 | $ | 812,500 | ||||||||||
| Tom O’Grady, Chief Administrative Officer | $ | 325,000 | $ | 406,250 | ||||||||||
| Keith Feldman, Chief Financial Officer | $ | 400,000 | $ | 500,000 | ||||||||||
For each of Messrs. Micenko and Feldman, bonus potential of 100% of the officer’s base salary will be based upon the Company’s achievement of three performance measures: (i) pretax profit, as defined by the Company, (ii) revenue, and (iii) closings. For Mr. O’Grady, bonus potential of 100% of his base salary will be based upon (i) the Company’s achievement of pretax profit at the requisite performance level and (ii) individualized performance metrics established by the Committee. In each instance, performance that meets the threshold requirements for a performance measure will result in a 50% payout of the portion of the award based on that performance measure. Performance that meets the target requirements will result in 100% payout of the portion of the award based on that performance measure. Performance that meets the maximum requirements will result in 125% payout of the portion of the award based on that performance measure.
Equity Awards
Equity awards consist of both time-based stock options and performance-based restricted stock units (“PSUs”). The equity awards set by the Committee for each of the Company’s named executive officers and Chief Financial Officer are as follows:
| Executive Officer | Stock Options | Performance Stock Units | ||||||||||||
| Michael Nieri, Executive Chairman | 168,854 | — | ||||||||||||
| Jack Micenko, President | 161,250 | 53,750 | ||||||||||||
| Tom O’Grady, Chief Administrative Officer | 67,500 | 22,500 | ||||||||||||
| Keith Feldman, Chief Financial Officer | 120,000 | 40,000 | ||||||||||||
Certain material terms applicable to the equity awards, such as the effect of a Change of Control (as defined in each recipient’s employment agreement) and the treatment of such awards upon a recipient’s termination of employment, are governed by each recipient’s respective employment agreements with the Company, which were described in more detail in the Company’s Form 8-K filed on April 5, 2023 (with respect to Mr. Feldman), the Company’s Form 8-K filed on July 17, 2023 (with respect to Mr. Micenko), the Company’s proxy statement filed on April 5, 2024 (with respect to Mr. O’Grady), and the Company’s Form 8-K/A filed on December 20, 2024 (with respect to Mr. Nieri), such descriptions being incorporated herein by reference. A description of certain other terms and conditions of the time-based stock options and PSUs is provided below.
Time-Based Stock Options
Time-based stock options vest ratably over four years commencing on the one-year anniversary of the date of grant, subject to the recipient’s continued employment or service through the applicable vesting date.
Performance-Based Restricted Stock Units
PSUs will vest upon the date, if any, during the period through March 31, 2029, that the volume weighted average price of the Company’s Class A common stock for 20 out of the preceding 30 consecutive trading days is greater than or equal to $13.50.
The foregoing summaries of the time-based stock options and PSUs are qualified in their entirety by reference to the forms of award agreement for the time-based stock options and PSUs, which were previously filed as Exhibits 10.1 and 10.2, respectively, to the Company’s Form 8-K filed on February 23, 2024, and the terms of the Plan, which was previously filed as Exhibit 10.15 to the Company’s Registration Statement on Form S-1 filed on April 28, 2023.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 28, 2025
| United Homes Group, Inc. | ||||||||
| By: | /s/ Keith Feldman | |||||||
| Name: | Keith Feldman | |||||||
| Title: | Chief Financial Officer | |||||||