Thomas W. Toomey
About Thomas W. Toomey
Thomas W. Toomey (age 64) is Chairman and Chief Executive Officer of UDR, serving as CEO and director since 2001 and as Chairman since 2018; he has over 30 years in multifamily and previously served as President (2001–2019) . Under his leadership, UDR reports an 11% average annual TSR over his 24-year tenure and delivered an 18.3% TSR in 2024 (960 bps above the NAREIT Equity REIT Index) . UDR generated “in excess of $1.65 billion” of revenue in 2024 and operates a ~$22B EV portfolio of 60,120 homes across 21 markets . Governance mitigants to the combined CEO/Chair role include a Lead Independent Director with defined authorities and fully independent key committees .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UDR, Inc. | CEO; Chairman (since 2018); President (2001–2019) | 2001–present | Repositioned portfolio; ~$22B acquisitions/dispositions and >$5B development; above-average 24-year TSR ~11% . |
| AIMCO | COO and CFO (senior roles) | Pre-2001 | Helped transform AIMCO into largest U.S. apartment owner; portfolio grew tenfold . |
| Lincoln Property Company | Senior Vice President | ~5 years | National real estate operating leadership before joining REIT sector . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Urban Land Institute (ULI) | Trustee; past Global Chair; Chair of ULI Foundation | Ongoing | Industry leadership and governance . |
| NAREIT | Past Board of Governors | Past | Public REIT industry leadership . |
| National Multi Housing Council (NMHC) | Executive Committee | Ongoing | Multifamily policy/advocacy . |
| The Ryland Group, Inc. (NYSE) | Director | 2013–2015 | Public homebuilder board until merger . |
| The Real Estate Roundtable | Member | Ongoing | Policy and industry engagement . |
| Oregon State University Foundation | Past Chair; former Trustee | Past | Non-profit governance . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 900,000 | 900,000 | 900,000 |
| Target Annual Bonus ($) | — | — | 2,100,000 (per Executive Agreement, Feb-2024) |
| Target Long-Term Incentive ($) | — | — | 7,000,000 (per Executive Agreement, Feb-2024) |
| Total Compensation ($) | 8,149,435 | 11,755,015 | 10,178,473 |
Notes:
- Executive Agreement (Feb 2024) sets base salary at $900k (reviewable), target annual bonus $2.1M, and LTI target $7.0M; awards remain subject to program terms .
- UDR has no pension/SERP; executives participate in 401(k) with company match ($10,350 in 2024) .
Performance Compensation
2024 Short-Term Incentive (STI) structure and results
- Weighting: 70% Company metrics; 30% Individual performance .
- CEO metric weights: FFOA/share 30%; Transactions Index 15%; Operations Index 35%; Sustainability (GRESB percentile) 10%; Health of Workforce 10% .
- 2024 metric outcomes: FFOA/share $2.48 (200%); Transactions 79%; Operations 123%; GRESB percentile performance 106%; Health of Workforce 4.14 (200%) .
| Component | Target/Scale | 2024 Actual | Payout Factor |
|---|---|---|---|
| FFO as Adjusted per share | T=$2.42; Max=$2.48 | $2.48 | 200% |
| Transactions Index | 50%–200% scale | 79% | 79% |
| Operations Index | 50%–200% scale | 123% | 123% |
| GRESB Percentile | Relative percentile | — | 106% |
| Health of Workforce | T=3.8; Max=4.1 | 4.14 | 200% |
CEO 2024 STI Award: $3,273,000 (100% elected in Class 2 LTIP Units); $2,139,000 Company component + $1,134,000 Individual component . Target/Maximum ranges for CEO STI: Target $2.1M; Max $4.2M .
2024 Long-Term Incentive (LTI) program (granted in Class 2 LTIP Units)
- Weighting: 35% 3-yr relative TSR vs apartment peers; 20% 3-yr relative TSR vs NAREIT Equity REITs; 15% 3-yr relative FFOA growth vs peers; 30% 1-yr FFOA/share (vests 50% in Feb-2025, 50% in Feb-2026) .
- 2024 LTI one-year FFOA/share: $2.48 hitting maximum (200%) for that 30% tranche .
- CEO 2024 LTI Target/Max opportunities: $7.0M / $14.0M; 1-yr FFOA tranche earned $4.2M at max; multi-year portions TBD in 2027 .
| LTI Metric | Weight | Threshold → Target → Max | 2024 Status |
|---|---|---|---|
| 3-yr Rel. TSR vs Apt Peers | 35% | -900 bps → Wavg TSR → +900 bps | TBD (vests Feb-2027) |
| 3-yr Rel. TSR vs NAREIT Equity REITs | 20% | -900 bps → Index → +900 bps | TBD (vests Feb-2027) |
| 3-yr Rel. FFOA Growth vs Apt Peers | 15% | -900 bps → Wavg → +900 bps | TBD (vests Feb-2027) |
| 1-yr FFOA per share | 30% | $2.36 → $2.42 → $2.48 | $2.48 (200% payout); vests 50% in 2025/2026 |
Program evolution: 2025 LTI increases the 3-yr relative FFOA growth weight to 20% and reduces the NAREIT TSR weight to 15% (more focus on peer-relative fundamentals) . 2025 STI also refines sustainability and workforce indices to broaden measurable outcomes .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares Beneficially Owned | 4,746,256 total (824,716 directly held; 3,921,540 via OP/LTIP redeemable interests) as of 3/17/2025 . |
| Ownership % of Common | 1.42% (based on 331,181,768 shares outstanding) . |
| Executive Stock Ownership Guideline | CEO required to own 110,000 shares; guidelines apply to executives and directors; directors must hold 5x cash retainer; directors reported in compliance as of 3/27/2025 . |
| Hedging/Pledging | Hedging, short sales, and speculative transactions prohibited; pledging or margin only with prior approval; company-wide insider trading policy in place . |
| Clawback | Recoupment policy compliant with SEC/NYSE rules adopted in 2023; applies to performance-based incentives for NEOs . |
| Insider/Director Compensation in Capacity as Director | Toomey receives no additional compensation for board service . |
Note: No pledging is disclosed for Mr. Toomey (pledged OP Units are disclosed for Director Klingbeil) .
Employment Terms
| Term | Economics / Provision |
|---|---|
| Executive Agreement (Feb 2024) | Base salary $900k; target bonus $2.1M; target LTI $7.0M; all reviewable and subject to plan terms . |
| Severance (Without Cause / For Good Reason) | 3x (base salary + target bonus) cash; prior-year unpaid bonus; pro-rata current-year bonus; health/dental/vision coverage for Mr. Toomey and dependents until age 75 (conditions apply) . |
| Equity on Termination | Unvested time-based vests; performance-based vests at greater of target or actual (if measurable) for certain terminations per agreement . |
| Change of Control (Plan) | Double-trigger since 2021 for vesting (CoC + qualifying termination within 12 months) . |
| Illustrative CoC Equity Value (12/31/24) | $36,241,727 value of outstanding restricted equity released under CoC + termination (table “includes effect of the executive agreement”) . |
| Death/Disability Equity | Same table value ($36,241,727) at 12/31/24; vesting at target or actual if measurable; pro-rata bonus . |
| Restrictive Covenants | Non-compete, non-solicit, non-disparagement, confidentiality; subject to clawback policies . |
Perquisites and related-party arrangements:
- Company-paid health, life/disability insurance consistent with other associates; executive physical reimbursement; 401(k) match ($10,350 in 2024) .
- Aircraft time-share agreement: Mr. Toomey paid UDR $184,075 in 2024 for personal flights per policy and agreement; terminates upon his employment end .
Board Governance (including Dual Role considerations)
- Roles: Chairman of the Board and CEO; member of Executive Committee .
- Independence: 8 of 9 directors standing for election are independent; Audit, Compensation, and Nominating & Governance Committees entirely independent .
- Lead Independent Director: Board maintains a Lead Independent Director with authorities (agenda approval, executive sessions, evaluations, liaison role); Jon A. Grove designated Lead Independent Director following the 2025 annual meeting .
- Board Attendance: 100% director attendance at 2024 board meetings; 100% attendance at 2024 annual meeting .
- Shareholder engagement: 707 interactions in 2024/early 2025 representing 77% of shares; governance/stewardship outreach reached investors representing ~51% of shares .
Implication: While combined Chair/CEO may raise independence concerns, UDR points to a robust Lead Independent Director role, fully independent key committees, and regular executive sessions to mitigate governance risk .
Director Compensation (context for dual role)
- Independent directors: $80,000 cash retainer; $200,000 equity grant; committee chair fees $15,000; Lead Independent Director $120,000 retainer and $230,000 equity grant (2024 program) .
- Toomey: receives no separate director compensation as an employee director .
Vesting Schedule Highlights (CEO)
Key outstanding LTIP/Performance LTIP units and vesting dates as of 12/31/2024:
| Grant Date | Units/Type | Vesting |
|---|---|---|
| 1/03/2022 | 155,761 Units | Vests 2/2025 |
| 1/03/2023 | 89,525 Perf Units | Vests 2/2025 |
| 1/03/2023 | 1,193,668 Perf Units | Vests 2/2026 |
| 1/02/2024 | 116,193 Units | Vests 2/2025 |
| 1/02/2024 | 116,193 Units | 1/2 vests 2/2025; 1/2 vests 2/2026 |
| 1/02/2024 | 304,245 Units | Vests 2/2027 |
Note: The 2024 LTI “1-year FFOA” tranche earned at 200% (vests 50% in Feb-2025 and 50% in Feb-2026) .
Compensation Structure Analysis
- Pay mix: Heavy tilt to variable, performance-based equity (no time-based NEO awards in standard STI/LTI) .
- Metric rigor: 2024 STI increased focus on relative same-store performance and refined transactions metric; 2025 STI broadens sustainability and workforce submetrics; 2025 LTI increases relative FFOA growth weight .
- Clawback and policies: Updated recoupment (2023); strict hedging/short-sale prohibitions; double-trigger CoC since 2021 .
- Say-on-pay: Five-year average approval 83.55%; 2024 approval 81.54% after ISS concern on metric overlap; UDR engaged and adjusted weightings/emphasis in 2025 design .
- Peer benchmarking: Diversified REIT peer group (15 companies; 6 apartment REITs and 9 similar-size REITs across sectors) used for pay reference .
Equity Ownership & Insider Selling Pressure Considerations
- Large beneficial stake (4.75M shares/equivalents; 1.42% ownership) aligns incentives and exceeds CEO guideline .
- No disclosed pledging by Mr. Toomey; company prohibits hedging and requires approval for pledging/margin transactions, reducing misalignment risk .
- Lumpy vesting cadence (Feb 2025/2026/2027) from LTI/STI units could create periodic liquidity windows; however, no time-based NEO awards and the program emphasizes multi-year performance (reduces mechanical selling pressure) .
Performance & Track Record
- 2024 performance: 18.3% TSR; best controllable operating margin among peers (~200 bps advantage); 23 consecutive months of reduced resident turnover through Feb-2025; dividend track record of 209 consecutive payments and 2025 dividend +1.2% YoY .
- Strategic initiatives: Next Generation Operating Platform; Customer Experience Project—4%+ improvement in annualized turnover since 2023, with targeted 5–10% better relative turnover equating to ~$20–$35M run-rate cash flow upside (each 1% turnover ↓ ≈ +$3.5M NOI) .
- Tenure impact: Over 24 years, portfolio repositioning of ~$22B in transactions and >$5B development; average annual TSR ~11% .
Compensation Committee & Peer Group
- Compensation Committee: Independent; chaired by Robert A. McNamara; retains independent consultant (FPL); assesses program risk and alignment .
- 2024 Peer Group: AMH, AVB, BXP, CPT, CUBE, EQR, ESS, EXR, DOC, INVH, KIM, MPW, MAA, SUI; UDR positioned near peer median in market cap .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay: 81.54% approval; five-year average 83.55%. ISS raised concerns about 1-year FFOA overlap between STI and LTI; UDR engaged 100+ holders and increased emphasis on 3-year relative FFOA in 2025 LTI to address feedback while retaining the core FFOA KPI .
Investment Implications
- Pay-for-performance linkage is strong: STI/LTI are predominantly performance-based, with heavy use of relative metrics (TSR and FFOA growth) and governance safeguards (clawback, no hedging, double-trigger CoC) supporting alignment and reducing risk of windfall payouts .
- Retention and succession: The 2024 Executive Agreement provides robust protection (3x multiple and benefit continuity), reducing unplanned turnover risk at the cost of higher termination expense; active succession planning and recent senior promotions (COO, President/CIO) help mitigate key-person risk .
- Trading signals: Significant vesting events (Feb 2025/2026/2027) may create episodic liquidity windows; however, lack of time-based awards and unit structures moderate predictable selling pressure; no disclosed pledging or hedging offsets alignment concerns .
- Governance: Combined Chair/CEO remains a watch area; mitigated by a strong Lead Independent Director role, independent committees, 100% meeting attendance, and active investor engagement .