Anna Chew
About Anna Chew
Anna T. Chew, age 66, is Executive Vice President, Chief Financial Officer and Treasurer of UMH and a long-serving director (director since 1995). She is a Certified Public Accountant and has held finance leadership roles at UMH since 1991, including Controller, Chief Accounting Officer, Vice President & CFO, and EVP & CFO. During the past five years, UMH delivered ~51% total shareholder return versus ~23.5% for the MSCI US REIT Index, grew total revenue by 59%, and increased Community NOI by 79%; in 2024 Normalized FFO rose 27% and Normalized FFO per diluted share increased 8% from $0.86 to $0.93, all of which underpins the company’s pay-for-performance framework for the CFO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UMH Properties, Inc. | Controller | 1991–1995 | Established foundational accounting controls as company scaled . |
| UMH Properties, Inc. | Chief Accounting Officer | 1991–present | Ongoing oversight of financial reporting quality . |
| UMH Properties, Inc. | Vice President & Chief Financial Officer | 1995–2022 | Led finance through growth across portfolio and capital markets . |
| UMH Properties, Inc. | Treasurer | 2004–present | Treasury and liquidity management . |
| UMH Properties, Inc. | Executive Vice President, Chief Financial Officer & Treasurer | 2022–present | Senior finance leadership during period of TSR outperformance and FFO growth . |
External Roles
No external public company directorships or committee roles are disclosed for Anna Chew in the proxy materials .
Fixed Compensation
Multi-year compensation for Anna Chew (Named Executive Officer):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 591,000 | 591,000 | 650,100 |
| Bonus ($) | 22,731 (holiday bonus) | 22,731 (holiday bonus) | 25,004 (holiday bonus) |
| All Other Compensation ($) | 11,600 (401k contribution) | 12,200 (401k contribution) | 13,200 (401k contribution) |
| Total Fixed ($) | 625,331 | 625,931 | 688,304 |
Notes:
- Directors who are also NEOs (including the CFO) are not entitled to additional Board compensation (exception: Founder/Chairman) .
Performance Compensation
Short-Term Incentive Program (STIP) – 2024:
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Normalized FFO Per Share Increase | 75% | CFO payout: 50%/100%/150% of base salary at 1–4.99% / 5–9.99% / >10% | +8.1% YoY to $0.93 (from $0.86) | 100% of base salary portion (CFO) | Cash paid Q1 2025 |
| Discretionary Company/Individual Goals (TSR, occupancy, NOI, sales, capex, development, capital raising/refinancing, ESG) | 25% | Committee assessment | Achievements cited in Business Highlights (e.g., Rental & Related Income +9%, Community NOI +10%, Normalized FFO +27%) | Awarded at Target (included in 2024 STIP) | Cash paid Q1 2025 |
Long-Term Incentive Program (LTIP) – 2024 grants:
| Instrument | Weighting | Grant Date | Shares Granted | Valuation/Fair Value | Key Terms |
|---|---|---|---|---|---|
| Time-based RSU | 1/3 of LTIP | 3/26/2024 | 27,839 | $435,955 | Vests ratably over the three-year term (2023–2025) |
| Performance PSU – Strategic Milestones | 1/3 of LTIP | 3/26/2024 | Target 27,839 (Threshold 13,919; Max 55,678) | $435,955 (target valuation) | Earned based on meeting 9 metrics: Normalized FFO/share +10%, TSR +15%, same-property occupancy +150 bps, NOI +10%, sales +15%, acquisitions $50mm, development 600 sites (incl. JV/OZ), capital raising $150mm, ESG (3-part) . |
| Performance PSU – Relative TSR | 1/3 of LTIP | 3/26/2024 | Target 27,838 (Threshold 13,920; Max 55,677) | $517,782 (Monte Carlo) | Earned vs MSCI US REIT Index; Threshold 25th percentile, Target 55th, Max 75th . |
| Stock Options | N/A (additional award per LTIP achievement) | 3/26/2024 | 50,000 | $136,000 (Black-Scholes) | Strike $15.66; 10-year term; vests 20% per year over 5 years . |
Prior-year LTIP catch-up grants recorded in 2023 SCT (granted in 2024 for 2023 target achievement): RSUs/PSUs totaling 83,389 shares, valued $1,387,586 for the CFO .
Option/Share Vesting and 2024 Realizations:
| Item | 2024 Quantity | 2024 Value Realized |
|---|---|---|
| Options Exercised (CFO) | 0 | $0 |
| Shares Vested (CFO) | 42,462 | $683,634 (based on vest date price) |
Equity Ownership & Alignment
Beneficial ownership as of March 7, 2025:
| Category | Shares | Notes |
|---|---|---|
| Total Beneficial Ownership | 1,274,173 | 1.54% of outstanding shares (82,556,602) . |
| Owned directly/with family | 732,933 | Joint with husband/children . |
| Options exercisable within 60 days | 223,400 | Included in beneficial ownership . |
| Options not yet exercisable | 120,600 | Excluded from beneficial ownership; detailed schedule below . |
| Unvested restricted stock | 317,840 | Included in beneficial ownership . |
| UMH 401(k) Plan holdings for CFO | 51,414 | CFO’s beneficial portion held in plan; co-trustee but disclaims other plan shares . |
| Shares pledged as collateral | None indicated for CFO | Footnotes disclose pledges for others; CFO footnote shows no pledges . |
Stock ownership guidelines:
- NEO guideline: 2x base salary; as of Dec 31, 2024 all NEOs met or exceeded guidelines .
- Anti-hedging policy prohibits puts/calls/derivatives and hedging/monetization transactions .
Outstanding equity award vesting schedule (as of 12/31/2024):
| Year | Unvested Shares (CFO) | Market Value Basis |
|---|---|---|
| 2025 | 54,308 | RSUs/PSU-Strategic at $18.88; PSU-TSR at $27.29 . |
| 2026 | 167,638 | RSUs/PSU-Strategic at $18.88; PSU-TSR at $27.29 . |
| 2027 | 17,606 | RSUs/PSU-Strategic at $18.88; PSU-TSR at $27.29 . |
| 2028 | 9,607 | RSUs/PSU-Strategic at $18.88; PSU-TSR at $27.29 . |
Option vesting schedule (unexercisable options by future dates):
| Date | Shares |
|---|---|
| 7/14/2025 | 10,000 |
| 3/21/2026 | 15,000 |
| 3/26/2026 | 10,000 |
| 3/28/2026 | 7,800 |
| 7/14/2026 | 10,000 |
| 3/21/2027 | 15,000 |
| 3/26/2027 | 10,000 |
| 3/28/2027 | 7,800 |
| 3/21/2028 | 15,000 |
| 3/26/2028 | 10,000 |
| 3/26/2029 | 10,000 |
Employment Terms
| Term | Detail |
|---|---|
| Agreement effective date and term | Amended and Restated Employment Agreement effective Jan 1, 2023; initial 3-year term through Dec 31, 2025; auto-renews annually thereafter unless terminated . |
| Base salary | $650,100 in 2024 . |
| STIP | 75% based on Normalized FFO/share increase; 25% based on Committee assessment of strategic/operational factors; CFO payout scale: 50%/100%/150% of base at threshold/target/max . |
| LTIP | Three equally weighted components: time-based RSU, PSU-Strategic milestones, PSU-TSR; plus potential annual stock options up to 50,000 vesting 20% per year over 5 years . |
| Severance (no change-in-control) | If terminated not for cause, for good reason, non-renewal by Company, or due to death/disability: accrued comp plus 3x (or 1x for death/disability) the sum of base salary and average bonus over prior 3 years; paid over 36 months (or 12 months for death/disability); unvested options/time-based awards vest ratably over 36 months (12 months for death/disability) . |
| Change-in-control (double trigger) | If terminated at or within 24 months after a change-in-control: severance paid in lump sum (subject to 409A), consistent with the 3x multiple; double-trigger vesting principle also embedded in equity plan . |
| Clawback | Three-year look-back clawback policy on short- and long-term incentives for restatements or material errors; mandatory recovery subject to limited exceptions . |
| Anti-hedging | Prohibits hedging and derivative transactions in UMH securities for directors/officers/employees . |
| Pensions/Deferred Comp | No pension or nonqualified deferred compensation plan beyond 401(k); CFO receives discretionary contributions reflected in “All Other Compensation” . |
Board Governance
- Board service: Class III director with term expiring in 2027; director since 1995 .
- Independence: CFO Chew is not independent; majority of the Board (8 of 12) is independent; separate Chairman and CEO; Presiding Independent Director leads executive sessions .
- Committees: All standing committees comprised exclusively of independent directors; management directors (including CFO) do not serve on committees .
- Attendance: Board met four times in 2024; each director attended all Board and committee meetings on which they served .
- Director compensation: NEO directors are not paid Board compensation (except Founder/Chairman per agreement) .
- Stock ownership guidelines: Directors 3x annual cash retainer; 7 of 9 non-employee directors met/exceeded as of Dec 31, 2024 .
Director Compensation (For Directors)
UMH discloses non-employee director retainers and fees; as a management director and NEO, Anna Chew does not receive director compensation .
Say-on-Pay & Shareholder Feedback
2024 Say-on-Pay received over 88% support (excluding broker non-votes), affirming shareholder alignment with the executive compensation program .
Comparative Performance Context
- 2024 highlights: Rental & Related Income +9%, Community NOI +10%, Normalized FFO +27%, Normalized FFO/share +8% to $0.93 .
- Longer-term: ~51% 5-year TSR vs ~23.5% RMS; revenue +59% and Community NOI +79% over same period .
Risk Indicators & Red Flags
- Hedging/derivative transactions prohibited; no CFO share pledges disclosed (pledges appear for other insiders in footnotes) .
- Clawback policy in place; no clawback events in 2024 .
- Independent committee oversight (Audit, Compensation, Nominating) and Presiding Director structure mitigate dual-role independence concerns .
Compensation Structure Analysis
- Cash vs equity mix: CFO received STIP (cash) equal to base salary at target in 2024 and significant LTIP equity (RSU/PSU) plus options, reinforcing at-risk pay tied to multi-year performance .
- Performance metric rigor: STIP hinges 75% on Normalized FFO/share growth; LTIP includes absolute strategic milestones and relative TSR percentiles, balancing operational execution with market-relative outcomes .
- Governance protections: No excise tax gross-ups; minimum 1-year vesting (general practice 5-year option vesting); double-trigger change-in-control; prohibition on option repricing; no evergreen share reserve .
Equity Ownership & Alignment – Detail Table
| Ownership Component | Amount | % of Outstanding | Notes |
|---|---|---|---|
| Total Beneficial Ownership | 1,274,173 | 1.54% | Includes exercisable options and unvested restricted stock . |
| Exercisable Options (≤60 days) | 223,400 | — | Included in beneficial ownership . |
| Unvested Restricted Stock | 317,840 | — | Included in beneficial ownership . |
| Direct/Family Ownership | 732,933 | — | Joint with spouse/children . |
| 401(k) Plan (beneficial to CFO) | 51,414 | — | CFO’s portion; co-trustee status otherwise disclaimed . |
| Shares Pledged | 0 (CFO) | — | None indicated in CFO footnotes . |
Board Service History, Committee Roles, and Dual-Role Implications
- History: Director since 1995; Class III director through 2027 .
- Committees: CFO does not serve on standing committees; committees are fully independent .
- Independence: CFO is a non-independent director; Board maintains majority independence, separate Chair/CEO, and a Presiding Independent Director to oversee executive sessions, mitigating independence concerns associated with management serving on the Board .
Investment Implications
- Alignment and retention: CFO’s substantial equity exposure (RSUs/PSUs/options) and multi-year vesting (notably 2025–2026) tie compensation to execution and TSR, supporting alignment with shareholders and offering retention incentives; absence of pledging and anti-hedging further strengthens alignment .
- Performance linkage: STIP paid at target on back of 8.1% Normalized FFO/share growth and robust 2024 operating gains; LTIP’s dual focus on strategic milestones and relative TSR provides balanced performance drivers (operational plus market-relative), a positive indicator for future value creation if targets are met .
- Change-in-control/severance: 3x salary+avg bonus severance and double-trigger lump sum post-CIC create predictable economics; ratable vesting of unvested awards post-termination reduces abrupt selling pressure and aligns exit outcomes over time, but investors should factor potential severance costs in event-driven scenarios .
- Trading signals: 2024 showed zero option exercises by CFO and moderate vesting realisations; upcoming vesting tranches (2025–2026) are sizable and could create periodic liquidity events, though governance (blackout windows, anti-hedging) and plan design (ratable vesting) mitigate near-term selling pressure risk .
Sources: UMH 2025 Proxy Statement (DEF 14A) .