Michael Allan Domb
About Michael Allan Domb
Independent Trustee (Class III) since 2017; age 70. Owner of Allan Domb Real Estate, a multi-faceted firm in Center City Philadelphia focused on brokerage, development, investment and management across residential and commercial properties; previously Philadelphia Councilmember At-Large (2015–Aug 2022). Provides real estate and investment expertise to the Board; currently serves on the Compensation Committee and is nominated for re-election for a term through the 2028 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allan Domb Real Estate | Owner | Ongoing | Real estate development, brokerage, investment leadership in Philadelphia |
| Greater Philadelphia Association of Realtors | President | 2013–2015 | Industry leadership and advocacy |
| City of Philadelphia | Councilmember At-Large | 2015–Aug 2022 | Municipal governance; resigned Aug 2022 |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| Allan Domb Real Estate | Owner | Ongoing | Private firm (no public directorship disclosed) |
Board Governance
- Committee assignments: Compensation Committee member; committee met once in 2024 and is chaired by James P. Morey (since March 2025; Gayle L. Capozzalo chaired in 2024). Domb is not listed as a chair.
- Independence: Board determined Domb is “independent” under SEC and NYSE standards; majority-independent Board (5 of 7 trustees).
- Tenure and class: Class III trustee; term expiring at 2025 annual meeting; nominated for re-election to a term ending 2028.
- Attendance and engagement: Board held four regular meetings in 2024; “all active Trustees participated in substantially all” Board and applicable committee meetings; Independent Trustees held four executive sessions; all Trustees attended the 2024 annual meeting.
- Board leadership: Lead Independent Trustee is Robert F. McCadden; Audit Committee met ten times in 2024.
- Governance policies: Prohibition on hedging (collars, forwards, options) by trustees; clawback policy adopted Oct 2, 2023 for executive officers; insider trading policy filed with 2024 Form 10-K.
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual retainer (pro rata) | 31,142 | Retainer increased from $30,000 to $32,000 on June 6, 2024; Domb’s pro rata for 2024 totaled $31,142 |
| Committee membership fee (Compensation Committee) | 500 | Compensation Committee membership retainer |
| Total fees earned in cash | 31,642 | Sum of retainer and committee fees |
| Travel reimbursements | N/A | Travel expenses reimbursed if applicable; amounts not itemized |
Performance Compensation
| Equity Award Detail (2024) | Value |
|---|---|
| Restricted stock grant (shares) | 785 shares |
| Grant date | June 5, 2024 |
| Grant-date fair value | $30,018 ($38.24 per share) |
| Vesting | Second anniversary of grant date (service-based) |
| Dividends on unvested RS | Deferred and paid at vesting on shares that vest |
| Option awards | $0 (none granted to trustees) |
| Total 2024 equity compensation (trustee table) | $30,018 |
No director-specific performance metrics (e.g., TSR targets) tied to trustee equity grants are disclosed; vesting is service-based, while the plan permits performance conditioning primarily for NEO awards.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed in proxy biography for Domb |
| Compensation Committee interlocks | None; all members independent; no member served as an officer/employee or had relationships requiring disclosure in 2024 |
Expertise & Qualifications
- Real estate investment/development and brokerage; mixed-use, multifamily, office, and restaurant assets.
- Public sector experience as Philadelphia Councilmember At-Large (2015–Aug 2022).
- Board states he provides expertise on real estate matters and business investments.
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (as of Mar 31, 2025) | 11,529 shares |
| Ownership % of shares outstanding | Less than 1% |
| Shares outstanding (record date Apr 14, 2025) | 13,851,469 shares |
| Vested vs unvested | Includes restricted shares awarded in 2023 and 2024 scheduled to vest in 2025 and 2026 |
| Pledged shares | None; “No shares are pledged as security by any of our Trustees or executive officers.” |
| Hedging policy | Trustees prohibited from hedging Trust stock (options, collars, forwards) |
Governance Assessment
- Positive signals: Independent trustee with relevant real estate domain expertise; shares owned and annual RS grants align director interests with shareholders; no pledging and hedging prohibited; strong say‑on‑pay support historically (93–94%) indicating investor confidence in compensation governance.
- Engagement: Board/committee participation described as “substantially all”; independent executive sessions after each regular meeting; Audit Committee active (10 meetings in 2024).
- Potential conflicts (structural): UHT’s significant related‑party relationships with UHS (advisor agreement; UHS‑related tenants and hospital leases comprising ~40% of revenue in recent years) require vigilant independent oversight; transactions with UHS must be approved by Independent Trustees per Declaration of Trust.
- Watch items: Compensation Committee met once in 2024 (frequency light vs Audit); continued monitoring of committee workload and breadth of performance conditioning for director equity could strengthen alignment.
Director Compensation (Summary Table, 2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| Michael Allan Domb | 31,642 | 30,018 | — | 3,865 (dividends accrued on unvested RS) | 65,525 |
Say‑on‑Pay & Shareholder Feedback (Context)
- Say‑on‑pay support increased to 94% in 2023 (tabulated at June 2024 annual meeting), and 93% in 2022 and 2021, following enhanced disclosures on advisory fee and NEO compensation structure.