Brett Taft
About Brett Taft
Executive Vice President and Chief Operating Officer of UMH Properties, Inc. since 2022; previously VP & COO (2020–2022), Vice President (2016–2019), and Vice President–Acquisitions and Property Integration (2013–2016). Age 35 as of the 2025 proxy; tenure at UMH since 2013 with a progression from acquisitions/integration to company-wide operations leadership . Annual incentives are tied to performance metrics including normalized FFO per share growth, total shareholder return (relative to MSCI US REIT Index), same-property occupancy, NOI growth, sales, acquisitions, site development, capital raising and ESG; a company-wide clawback and anti-hedging policy underscores alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UMH Properties, Inc. | EVP & Chief Operating Officer | 2022–present | Oversees company operations and execution across communities and growth initiatives |
| UMH Properties, Inc. | VP & Chief Operating Officer | 2020–2022 | Transitioned to COO responsibility during growth period |
| UMH Properties, Inc. | Vice President | 2016–2019 | Senior management role supporting operations and expansion |
| UMH Properties, Inc. | Vice President–Acquisitions and Property Integration | 2013–2016 | Led acquisitions and integration of communities into UMH portfolio |
External Roles
| Organization | Role | Years |
|---|---|---|
| CentraState Healthcare Foundation | Chairperson | 2024–present |
| CentraState Healthcare Foundation | Vice Chairperson | 2021–2023 |
| CentraState Healthcare Foundation | Trustee | 2017–present |
| CentraState Healthcare System | Trustee | 2020–present |
Fixed Compensation
| Year | Base Salary ($) | Holiday Bonus ($) | All Other Compensation ($) | Total Compensation ($) |
|---|---|---|---|---|
| 2022 | 390,000 | 115,000 | 11,600 | 775,870 |
| 2023 | 390,000 | 15,000 | 12,200 | 1,139,016 |
| 2024 | 429,000 | 16,500 | 13,200 | 1,107,825 |
Notes:
- Holiday bonus typically equals two weeks’ base salary for all employees .
Performance Compensation
| Year | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) |
|---|---|---|---|
| 2022 | 82,600 | 176,670 | 0 |
| 2023 | 255,316 | 232,500 | 234,000 |
| 2024 | 255,725 | 136,000 | 257,400 |
2024 plan-based awards detail:
- Short-Term Incentive (STI): Threshold $128,700; Target $257,400; Maximum $386,100; paid in Q1 2025 and based 75% on the Target performance measure in the employment agreement and 25% at Compensation Committee discretion after reviewing CD&A metrics; actual payout $257,400 .
- RSU (time-based): 5,122 shares; grant-date fair value $80,216; vests ratably over term of employment agreement .
- PSU–Strategic Milestones: Threshold 2,561; Target 5,122; Max 10,245 shares; grant-date fair value $80,216; vest determined at end of employment agreement term .
- PSU–Total Shareholder Return (relative): Threshold 2,562; Target 5,123; Max 10,245 shares; grant-date fair value $95,294; vest determined at end of employment agreement term; CD&A references relative TSR vs MSCI US REIT Index .
- Options: 50,000 options at $15.66 exercise price; grant-date fair value $136,000; options have maximum 10-year term under the equity plan .
Performance metric framework (qualitative):
- STIP/LTIP metrics include normalized FFO per share growth, relative TSR, same-property occupancy increase, NOI growth, sales, acquisitions, site development, capital raising, and ESG performance .
Equity Ownership & Alignment
- Stock ownership guidelines: NEOs required to own at least 2x base salary; all NEOs met or exceeded as of the proxy record date .
- Anti-hedging: Directors, officers and employees prohibited from derivatives, hedging, monetization transactions; awards have minimum one-year vesting, with practice of five-year, 20% per year vesting .
- Clawback: Mandatory clawback for incentive compensation with a three-year lookback, applies even absent misconduct; limited Board discretion only if recovery costs exceed amounts or qualified plans jeopardized .
Outstanding equity awards at December 31, 2022 (Brett Taft):
| Award Type | Exercisable | Unexercisable | Exercise Price | Expiration | Notes |
|---|---|---|---|---|---|
| Stock options | 20,000 | 0 | $9.77 | 04/05/2024 | Pre-2030 grants vest one year from grant |
| Stock options | 20,000 | 0 | $15.04 | 04/04/2027 | |
| Stock options | 20,000 | 0 | $13.09 | 04/02/2028 | |
| Stock options | 40,000 | 0 | $11.42 | 01/02/2029 | |
| Stock options | 20,000 | 30,000 | $9.70 | 03/25/2030 | Post-2020 grants vest 20%/yr over 5 years |
| Stock options | 10,000 | 40,000 | $22.57 | 07/14/2031 | |
| Stock options | 0 | 39,000 | $23.81 | 03/28/2032 | |
| Unvested restricted stock | 25,260 shares | — | — | — | Market value $406,691 at $16.10 close on 12/30/2022 |
Restricted stock vesting schedule (as disclosed for 2023–2027):
| Year | Shares Vesting |
|---|---|
| 2023 | 12,326 |
| 2024 | 4,345 |
| 2025 | 4,345 |
| 2026 | 3,201 |
| 2027 | 1,043 |
Employment Terms
- Employment agreements (effective January 1, 2023) provide base salary, annual cash bonus based on corporate/financial metrics and individual goals set by the Compensation Committee, and long-term equity awards subject to performance- and time-based vesting .
- Severance and change-in-control economics:
- Termination by company other than for cause or resignation for good reason: 3x (base salary for year of termination + average annual cash bonus over prior 3 years); unvested stock options and time-based equity vest ratably over 36 months post-termination .
- After a change-in-control with termination not for cause or resignation for good reason: same 3x multiple; same ratable vesting .
- Death or disability: 1x (base salary + average bonus); unvested stock options and time-based equity vest ratably over 12 months .
- Termination for cause or voluntary resignation (no good reason): no severance; only accrued compensation and nonforfeitable benefits .
Payments “as if” at 12/31/2022 (Brett Taft):
| Scenario | Estimated Payment ($) |
|---|---|
| Voluntary resignation | 0 |
| Termination not for cause or resignation for good reason | 1,953,691 |
| Termination for cause | 0 |
| Termination not for cause/resignation for good reason after change-in-control | 1,953,691 |
| Disability or death | 1,000,358 |
Governance and plan protections:
- 2023 Equity Incentive Plan: no excise tax gross-ups; no option/SAR repricing; no cash buyouts; minimum one-year vesting; 10-year max term for options/SARs; no liberal change-in-control vesting; annual per-participant grant cap .
Investment Implications
- Pay-for-performance alignment appears credible: STIP tied to predefined “Target” measures with committee oversight, while LTIP includes PSUs for strategic milestones and relative TSR; clawback and anti-hedging policies reinforce governance quality .
- Retention risk looks contained: multi-year vesting (RSUs/PSUs vest over employment agreement term; options generally 20% per year) and substantial severance multiples (3x cash pay/bonus average) reduce near-term departure risk but increase potential termination costs for shareholders .
- Insider supply calendar: disclosed RSU vesting amounts through 2027 (4,345 in 2025; 3,201 in 2026; 1,043 in 2027) may create periodic liquidity events; monitoring Form 4 filings around Q1 (STI payouts) and annual grant dates could signal selling pressure .
- Equity overhang/trading watch: 50,000 options granted at $15.66 in 2024 (10-year term) add potential future supply; plan prohibits repricing/cash buyouts, limiting adverse modifications if underwater .
- Ownership alignment: NEO ownership guidelines (2x salary) met; absence of disclosed pledging combined with anti-hedging policy reduces misalignment risk, though specific beneficial share counts for Brett were not disclosed in the extracted sections .