Posted 05 April, 2023
United Homes Group, Inc. appointed Michael Nieri as new CEO
Nasdaq:DHHC appointed new Chief Executive Officer Michael Nieri in a 8-K filed on 05 April, 2023.
Effective as of the Closing Date, the Board appointed Michael Nieri to serve as President and Chief Executive Officer, Shelton Twine to serve as Chief Operating Officer, Tom O'Grady to serve as Chief Administrative Officer, Steve Lenker to serve as Executive Vice President, General Counsel, and Corporate Secretary, Dan Goldstein to serve as Executive Vice President - Finance, each of Pennington Nieri and Jeremy Pyle to serve as Co-Executive Vice President - Construction Services, Rob Penny to serve as Executive Vice President - Sales, and Allan Hutton to serve as Vice President - Investor Relations and Governmental Affairs.
$339M
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Executive Officers and Directors Upon the consummation of the Business Combination, and in accordance with the terms of the Business Combination Agreement, Judith A. Hannaway, Jonathan A. Langer and Charles W. Schoenherr ceased serving on the Company's board of directors. David T. Hamamoto and Michael Bayles continue to serve on the Company's board of directors. Effective as of the Closing Date, Michael Nieri, Tom O'Grady, Eric S. Bland, James P. Clements, Robert Dozier, Jason Enoch, Nikki R. Haley, Robert Groves and Alan Levine were appointed as directors of the Company, to serve until the end of their respective terms and until their successors are elected and qualified. The Board appointed Messrs. Enoch, Bayles, Dozier and Levine to serve on the Audit Committee, with Mr. Enoch as chair. The Board has determined that Mr. Enoch qualifies as an audit committee financial expert within the meaning of SEC regulations, and all members meet the financial sophistication requirements of the NASDAQ Listing Rules. The Board appointed Messrs. Levine, Clements, Dozier and Enoch to serve on the Compensation Committee, with Mr. Levine as chair. The Board appointed Messrs. Dozier, Clements and Hamamoto and Mrs. Haley to serve on the Nominating Committee, with Mr. Dozier as chair. The Board appointed Messrs. Enoch, Bayles and Levine to serve on the Related Party Transactions Committee, with Mr. Enoch as chair. Effective as of the Closing Date, each of Messrs. Hamamoto and Bayles resigned as Co-Chief Executive Officers of the Company, and Mr. Hamamoto resigned as the Chairman of the Company's board of directors. Effective as of the Closing Date, the Board appointed Michael Nieri to serve as President and Chief Executive Officer, Shelton Twine to serve as Chief Operating Officer, Tom O'Grady to serve as Chief Administrative Officer, Steve Lenker to serve as Executive Vice President, General Counsel, and Corporate Secretary, Dan Goldstein to serve as Executive Vice President - Finance, each of Pennington Nieri and Jeremy Pyle to serve as Co-Executive Vice President - Construction Services, Rob Penny to serve as Executive Vice President - Sales, and Allan Hutton to serve as Vice President - Investor Relations and Governmental Affairs. Keith Feldman continues to serve as Chief Financial Officer. Reference is also made to the disclosure described in the Definitive Proxy in the section titled "Proposal No. 4-The Director Election Proposal" beginning on page 104 and "Management of the Post-Combination Company Following the Business Combination" beginning on page 191 of the Definitive Proxy for biographical information about each of the directors and executive officers following the Business Combination, which is incorporated herein by reference. 16 On March 30, 2023, the Board appointed Robert Grove as the initial director designee of Conversant Opportunity Master Fund LP ("Conversant"), pursuant to that certain Conversant Subscription Agreement, dated March 30, 2023, that provides that for so long as 50% of the original principal amount of convertible notes issued by the Company to Conversant and certain other investors are outstanding and have not been converted or cash settled, Conversant shall have the right to designate one member of the Board. To fulfill its obligations under the Conversant Subscription Agreement, the Company expanded the size of the Board to eleven (11) directors. Mr. Grove was elected to the Board as a Class II Director to fill the vacancy created by such expansion, to hold office until the earlier of (i) as per his class designation, the annual meeting of the Company at which his successor is elected and qualified or until his earlier death, resignation or removal, or (ii) such time as Conversant shall notify the Company of a successor designee. Mr. Grove is a Principal at Conversant since May 2020. Prior to that, from September 17 to June 2019, Mr. Grove served as a senior analyst at Viking Global Investors where he sourced and analyzed equity investments across the energy space. Before joining Viking, from January 2016 until August 2017, Mr. Grove worked at Anchorage Capital where he researched both debt and equity investments in the materials sector. Mr. Grove started his career in the restructuring group at Lazard where he provided advisory services to companies undergoing financial restructuring transactions. Mr. Grove received a B.S. in Economics with concentrations in Finance and Accounting from the University of Pennsylvania where he graduated summa cum laude and was elected to Beta Gamma Sigma. 2023 Equity Incentive Plan At the Special Meeting, DHHC shareholders approved the 2023 Plan and reserved an amount of shares of common stock equal to 10% of the fully diluted issued and outstanding UHG Common Shares following the Business Combination for issuance thereunder. The 2023 Plan was approved by the DHHC shareholders on March 23, 2023. The 2023 Plan became effective immediately upon the Closing of the Business Combination. A more complete summary of the terms of the 2023 Plan is forth in the section entitled "Proposal No. 6-The Incentive Plan Proposal" beginning on page 110 of the Definitive Proxy, which is incorporated herein by reference. That summary and the foregoing description are qualified in their entirety by reference to the complete text of the 2023 Plan, a copy of which is attached as an Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference. Employment Agreements As a result of the Business Combination, UHG entered into employment agreements with the following of UHG's executive officers: Michael Nieri (Chairman, Chief Executive Officer, President), Keith Feldman (Chief Financial Officer), Shelton Twine (Chief Operating Officer).(collectively, the "Employment Agreements"). The employment agreements all provide for at-will employment that may be terminated by the Company for death or disability and with or without cause, by the executive with or without good reason, or mutually terminated by the parties. The employment agreements provide for a Base Severance Benefit (as defined in the Employment Agreements) of 24 months of base salary for Mr. Michael Nieri and 12 months of base salary for Mr. Feldman and Mr. Twine, as well as the Incentive Severance Benefit (as defined in the Employment Agreements) upon termination by the Company without cause or termination by the officer for good reason, subject to execution of a release of claims. The Executive Agreements provide for a base salary of $1,033,707 for Mr. Michael Nieri; $400,000 for Keith Feldman; and $338,635 for Mr. Twine. . Possible annual performance bonuses and equity grants under the equity incentive plan are to be determined by the Company's Compensation Committee. This summary is qualified in its entirety by reference to the text of the Employment Agreements, which are included as Exhibits 10.9, 10.10, and 10.11 to this Current Report on Form 8-K and is incorporated herein by reference. 17
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