Craig Koster
About Craig Koster
Craig Koster (age 49) serves as Executive Vice President, General Counsel and Secretary of UMH (EVP since 2022; GC & Secretary 2015–2022; In‑house Counsel 2012–2014). He is an attorney admitted in New Jersey and New York since 2001 . Company performance context during his tenure: UMH highlighted 2024 increases in rental and related income (+9%), community NOI (+10%), Normalized FFO per share (+8%), and raised its common dividend (+4.9%) . Over 1-, 5-, and 10-year periods to 12/31/2024, UMH has been among the top 20% of REITs on total shareholder returns (TSR), with ~51% five-year TSR vs 23.5% for the MSCI U.S. REIT index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UMH Properties, Inc. | Executive Vice President, General Counsel and Secretary | 2022–present | Oversees legal, corporate governance, and filings; signs proxy materials as Secretary |
| UMH Properties, Inc. | General Counsel and Secretary | 2015–2022 | Led legal function and corporate governance processes |
| UMH Properties, Inc. | In‑house Counsel | 2012–2014 | Supported legal and compliance across operations |
External Roles
No external public company directorships disclosed in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 425,000 | 425,000 | 467,500 |
| Holiday Bonus ($) | 116,346 | 16,346 | 17,981 |
| All Other Compensation ($) | 11,600 | 12,200 | 13,200 |
| Total Cash (Salary + Holiday Bonus + All Other) ($) | 553, - wait we must present exact sums separately? | 453,546? | 498,681? |
(Notes: Holiday Bonus represents two weeks of base salary for employees; “All Other Compensation” reflects 401(k) contributions per footnote (6) .)
Performance Compensation
Short-Term Incentive Program (STIP)
| Metric | Weighting | Target | Actual (2024) | Payout | Vesting |
|---|---|---|---|---|---|
| Normalized FFO per Share Increase | 75% of STIP; overall STIP is 75% formula + 25% Committee discretion | 5%–9.99% (Target band) for General Counsel payout grid | 8.1% YoY increase (Target achieved) | $280,500 (classified as Non‑equity Incentive Plan Compensation) | Cash (paid Q1 2025) |
| Committee‑assessed performance (TSR, occupancy, NOI, sales, G&A, rentals, acquisitions/expansions, capital raising/refinancing, ESG) | 25% of STIP | Qualitative | Awarded at “Target” for 2024 | Included in $280,500 total | Cash |
Payout grid for General Counsel: Threshold 30% of base, Target 60%, Max 90% of base salary .
Long-Term Incentive Program (LTIP) – Grants in 2024 (effective 1/1/2023–12/31/2025 contract term)
| Component | Weighting | Grant Date | Target | Granted to Koster | Fair Value | Vesting |
|---|---|---|---|---|---|---|
| Time-based RSU | 1/3 of LTIP | 3/26/2024 | N/A | 4,343 shares | $68,009 | Vests ratably over contract term |
| PSU – Strategic Milestones | 1/3 of LTIP | 3/26/2024 | Threshold: meet 4 of 9; Target: 6 of 9; Max: 9 of 9 | Threshold 2,171; Target 4,343; Max 8,686 shares | $68,009 (target) | Earned at end of 3‑year period per metrics |
| PSU – Relative TSR vs MSCI U.S. REIT (RMS) | 1/3 of LTIP | 3/26/2024 | Threshold: 25th pct.; Target: 55th pct.; Max: 75th pct. | Threshold 2,172; Target 4,343; Max 8,685 shares | $80,777 (target) | Earned at end of 3‑year period based on relative TSR |
| Stock Options | Separate annual award (up to 50,000) | 3/26/2024 | N/A | 50,000 options at $15.66 strike; 10-year term | $136,000 (Black‑Scholes) | Vests 20% per year over 5 years |
Outstanding Equity and Vesting (as of 12/31/2024)
| Instrument | Exercisable | Unexercisable | Strike | Expiration |
|---|---|---|---|---|
| Stock Option | 20,000 | — | $15.04 | 04/04/2027 |
| Stock Option | 20,000 | — | $13.09 | 04/02/2028 |
| Stock Option | 20,000 | — | $11.42 | 01/02/2029 |
| Stock Option | 24,000 | 6,000 | $9.70 | 03/25/2030 |
| Stock Option | 30,000 | 20,000 | $22.57 | 07/14/2031 |
| Stock Option | 15,600 | 23,400 | $23.81 | 03/28/2032 |
| Stock Option | 15,000 | 60,000 | $14.36 | 03/21/2033 |
| Stock Option | — | 50,000 | $15.66 | 03/26/2034 |
Unvested RSU/PSU share vesting schedule for Koster: 9,707 (2025), 26,446 (2026), 2,275 (2027), 1,113 (2028) .
Option exercises and stock vesting in 2024: Koster exercised 4,500 options (value realized $28,890) and had 5,672 shares vest ($88,553) .
Equity Ownership & Alignment
| Category | Amount |
|---|---|
| Total beneficial ownership | 293,451 shares |
| Breakdown (footnote) | 64,548 shares jointly with spouse; 183,400 shares via options exercisable within 60 days; 45,503 shares of unvested restricted stock; also holds 337 Preferred D shares; excludes 9,065 shares in UMH 401(k) and 120,600 future‑exercisable options per schedule |
| Pledging of shares | No pledging disclosed for Koster; general statement indicates shares not pledged unless noted in footnotes |
| Stock ownership guidelines | NEOs recommended to own ≥2x base salary; as of 12/31/2024 all NEOs met/exceeded guidelines |
| Anti‑hedging policy | Prohibits hedging and derivative transactions; no hedging reported |
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Effective 1/1/2023; initial 3‑year term; auto-renews for successive 1‑year terms unless terminated |
| Compensation structure | Base salary, annual cash STIP (combination of corporate/financial metrics), and LTIP with equal weights RSU, PSU‑Strategic, PSU‑TSR; plus options up to 50,000/year |
| Severance (no CoC) | If terminated by company without cause, for good reason, non‑renewal, death/disability: unpaid prior‑year bonus plus 3× (salary + average prior 3 years’ bonus) paid in 36 monthly installments (12 months for death/disability). Unvested options/time‑based equity vest ratably over 36 months (12 months for death/disability) |
| Severance (after CoC) | If terminated at/within 24 months after change‑in‑control: same 3× (salary + average bonus) payable in a lump sum (subject to 409A) |
| Clawback | Board‑adopted clawback with 3‑year lookback for restatements or material error; no clawbacks triggered in 2024 |
| Tax gross‑ups | No excise tax gross‑ups; plan prohibits option repricing and cash buyouts; minimum 1‑year vesting (5% exception) |
Potential payments as of 12/31/2024: Termination not for cause/good reason: $3,919,706; after change‑in‑control: $3,919,706; disability or death: $2,292,417; voluntary resignation: $0 .
Compensation Structure Analysis
- Year‑over‑year: Salary increased from $425,000 (2022) to $467,500 (2024); STIP moved from $0 (2022) to $255,000 (2023) to $280,500 (2024) as formulaic pay‑for‑performance; stock awards rose from $82,600 (2022) to ~$216,463 (2023) and ~$216,795 (2024); option awards were $176,670 (2022), $232,500 (2023), $136,000 (2024) .
- Incentive design: STIP predominantly tied to Normalized FFO per share growth with clear payout grids for GC; LTIP equal weighting of RSU, Strategic PSUs, and TSR PSUs aligns with operational execution and shareholder returns .
Company Performance Context (3 Years)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 170,434,000 * | 189,749,000 * | 207,019,000 * |
| EBITDA ($) | 81,101,000* | 92,362,000* | 103,169,000* |
| Net Income ($) | (4,854,000)* | 8,009,000 * | 21,635,000 * |
*Values retrieved from S&P Global.
Say‑on‑Pay & Peer Group
- Say‑on‑pay: At the 5/29/2024 annual meeting, over 88% of votes cast supported NEO compensation .
- Compensation consultant and peer group: Korn Ferry advised; peer set includes AAT, AHH, BNL, CHCT, CIO, CSR, CTRE, ELME, EPRT, IRT, LTC, NHI, TRNO (updated to remove BRT and Franklin Street Properties) .
Investment Implications
- Alignment: Koster’s mix (STIP driven by Normalized FFO; LTIP split across RSU, Strategic PSUs, TSR PSUs; multi‑year option vesting) ties pay to both operating performance and shareholder returns . Anti‑hedging and no pledging disclosed for Koster support shareholder alignment .
- Retention and selling pressure: Significant unvested equity scheduled through 2028 (9,707 in 2025; 26,446 in 2026; 2,275 in 2027; 1,113 in 2028) plus options vesting 20% annually suggests ongoing retention but also predictable share delivery cadence; 2024 exercises/vests were modest (4,500 exercised; 5,672 vested), indicating limited near‑term selling pressure .
- Change‑in‑control economics: 3× salary+bonus severance and lump‑sum after CoC provide executive protection; equity accelerates ratably post‑termination (time‑based/options); plan prohibits repricing and cash buyouts, limiting shareholder‑unfriendly practices .
- Execution risk: Strategic PSUs require meeting demanding operational/ESG milestones and TSR relative outperformance, reinforcing performance accountability through 2025 .