Jon A. Grove
About Jon A. Grove
Jon A. Grove is an independent director of UDR, serving on the Board since 1998 and appointed to become Lead Independent Director effective at the conclusion of the 2025 annual meeting. He is 80 years old, with prior C‑suite experience as Chairman, President, and CEO of ASR Investments Corporation, and prior chair roles at American Southwest Holdings, LLC and SecurNet Mortgage Securities LLC; the proxy highlights his multifamily operations and capital markets expertise. Education is not disclosed in the proxy biography. Independence status: Independent director.
Past Roles
| Organization | Role | Tenure/Date | Committees/Impact |
|---|---|---|---|
| ASR Investments Corporation | Chairman, President & CEO | 1987–1998 (until acquisition by UDR) | Led multifamily investment platform; experience cited for UDR board value-add |
| American Southwest Holdings, LLC | Chairman, Director | Not disclosed | Governance/oversight experience |
| SecurNet Mortgage Securities LLC | Chairman, Director | Not disclosed | Capital markets/finance oversight |
External Roles
| Category | Detail |
|---|---|
| Current public company boards | 0 current public company boards |
| Non-UDR public board experience | Not indicated for current roles; board matrix shows broad governance skills, but “Other Current Public Company Boards: 0” for Grove |
Board Governance
- Role: Independent Director (since 1998); appointed Lead Independent Director effective after the 2025 annual meeting, a role that chairs executive sessions and carries enhanced oversight duties under UDR’s governance framework.
- Committee assignment: Compensation and Management Development Committee (member; not chair).
- Committee chair roles: None (Compensation Committee chaired by Robert A. McNamara).
- Independence: All Audit, Compensation, and Nominating & Governance Committees are composed entirely of independent directors; Grove is independent.
- Executive sessions: Each regularly scheduled 2024 Board meeting included a non‑management directors’ executive session.
- Attendance: 5 Board meetings in 2024; no director attended fewer than 75% of Board and applicable committee meetings; Board meeting attendance reported as 100%.
| 2024 Governance Activity | Metric |
|---|---|
| Board meetings | 5 meetings |
| Board meeting attendance | 100% director attendance at 2024 Board meetings |
| Compensation Committee meetings | 6 meetings (including actions by unanimous written consent) |
Fixed Compensation
- 2024 Independent Director Program (unchanged from 2023):
- Annual retainer: $80,000 for independent directors; Lead Independent Director retainer: $120,000.
- Equity grant value: $200,000 for independent directors; Lead Independent Director equity grant: $230,000.
- Committee chair additional fee: $15,000 for Audit, Compensation, and Nominating & Governance chairs.
- 2025 program: no changes vs. 2024.
| Component | Structure | 2024 Terms | 2025 Terms |
|---|---|---|---|
| Annual cash retainer (Independent Director) | Fixed | $80,000 | Unchanged |
| Annual cash retainer (Lead Independent Director) | Fixed | $120,000 | Unchanged |
| Equity grant (Independent Director) | Fixed value, electable form | $200,000 value | Unchanged |
| Equity grant (Lead Independent Director) | Fixed value, electable form | $230,000 value | Unchanged |
| Committee chair fee | Fixed | $15,000 per chair (Audit, Comp, N&G) | Unchanged |
Performance Compensation
- Form choices and vesting mechanics for independent directors (elections permitted among instruments):
- Instruments/pricing (2024 grants dated Jan 2, 2024): Restricted Stock at $38.64/share (vested Jan 2, 2025); Stock Options fair value $9.01 with $38.64 strike (vested Jan 2, 2025); Class 1 LTIP Units at $38.64/unit (vested Jan 2, 2025); Class 1 Performance LTIP Units fair value $8.44 with $38.64 strike (vested Jan 2, 2025).
- Directors could elect to receive all or part of the cash retainer and/or the equity in these forms.
| Item | Grant date | Instrument | Number/Terms | Vesting |
|---|---|---|---|---|
| Director equity menu (program terms) | Jan 2, 2024 | RS, Options, Class 1 LTIP Units, Class 1 Performance LTIP Units | RS priced at $38.64; Options FV $9.01, strike $38.64; LTIP Units at $38.64; Perf LTIP Units FV $8.44, strike $38.64 | All vested on Jan 2, 2025 |
| Grove cash election (2024) | 2024 | Class 1 Performance LTIP Units (in lieu of cash portion) | 9,479 units elected by Grove | Subject to award terms; directors receiving these units were entitled to distributions during vesting |
Note: The proxy does not tie director equity to operating/financial performance metrics; director equity vests after one year and is designed to align interests through ownership.
Director Compensation (Grove)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 80,000 | 80,000 |
| Stock Awards ($, grant date fair value) | 187,383 | 189,713 |
| Option Awards ($) | -0- | -0- |
| All Other Compensation ($) | 1,119 | 1,125 |
| Total ($) | 268,502 | 270,838 |
Additional detail:
- As of 12/31/2024, Grove had 33,175 LTIP/Performance Unit awards outstanding; no restricted stock or option awards outstanding.
- For 2024, he elected to receive 9,479 Class 1 Performance LTIP Units for some/all cash portion of fees.
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | 0 (Grove) |
| Committee roles at other public companies | Not disclosed for Grove in UDR proxy |
| Disclosed interlocks/related-party ties impacting UDR | None disclosed for Grove; UDR policy requires pre‑approval of related person transactions by Governance Committee |
Expertise & Qualifications
- Skills highlighted by the Board: C‑suite leadership; property management and operations; strategic oversight; stakeholder advocacy; capital markets and financial literacy; real estate expertise.
- Board Skills Matrix affirms Grove’s strengths in accounting/financial literacy, corporate governance, stakeholder advocacy, real estate, capital markets, strategic oversight.
Equity Ownership
| Ownership metric (as of Mar 17, 2025) | Amount |
|---|---|
| Shares beneficially owned | 447,268 |
| Shares acquirable within 60 days (options) | — |
| Shares for which ownership can be acquired upon redemption of partnership interests | 201,871 |
| Total beneficial ownership (shares) | 649,139 |
| Percent of class | <1% (based on 331,181,768 shares outstanding) |
Ownership alignment policies:
- Director stock ownership guideline: minimum 5x annual cash retainer within 5 years; all directors are in compliance as of March 27, 2025.
- Prohibition on hedging; pledging prohibited without prior approval; Recoupment (clawback) policy in place.
- Overboarding policy: max 4 public company boards (including UDR); max 3 audit committees.
Insider Trades (Form 4 snapshots)
| Date | Transaction | Security | Amount/Price | Source |
|---|---|---|---|---|
| Feb 21, 2024 | Disposition (non‑open‑market/stock gift) | Common Stock | $0.00; amount per filing; shown as gift on Yahoo’s insider page | https://finance.yahoo.com/quote/UDR/insider-transactions/ |
| May 10, 2024 | Sale | Common Stock | $38.17 per share | https://finance.yahoo.com/quote/UDR/insider-transactions/ |
| Jul 24, 2025 | Award/Acquisition | 5,133 Class 1 Performance LTIP Units | Per Form 4; Class 1 Performance LTIP Units entry | https://www.streetinsider.com/SEC+Filings/Form+4+UDR%2C+Inc.+For%3A+Jul+24+Filed+by%3A+GROVE+JON+A/25107571.html |
Note: Links reference third‑party mirrors of Form 4 filings; consult EDGAR for official forms.
Governance Assessment
-
Strengths and signals:
- Independence, long service, and pending appointment as Lead Independent Director broaden Grove’s oversight influence, including chairing executive sessions.
- Active Compensation Committee membership with clear remit over CEO objectives, pay design, and consultant oversight; committee met 6 times in 2024.
- Strong ownership alignment structures: 5x retainer ownership guideline (compliant), equity-heavy director pay mix, and restrictions on hedging/pledging plus a recoupment policy.
- Attendance and engagement: 100% Board meeting attendance; no director under 75%.
-
Watch items / potential investor considerations:
- Tenure and continuity: Grove’s 27 years of service provide deep institutional knowledge but may raise refreshment/independence optics for some investors; UDR notes continued board evaluations and combined Nominating & Governance Committee for efficiency.
- Related-party oversight: No Grove-related transactions disclosed; policy mandates pre‑approval by Governance Committee; disclosed reimbursements relate to entities controlled by another director (Klingbeil), underscoring policy application.
Overall, Jon A. Grove presents as a deeply experienced, independent multifamily operator with significant ownership alignment and governance responsibilities increasing via the Lead Independent Director role. The compensation structure and policies (ownership guidelines, hedging/pledging limits, clawback) support investor confidence, while long tenure should be balanced by the Board’s evaluation and refresh processes.