Eugene Landy
About Eugene W. Landy
Founder of UMH (1968), Chairman of the Board since 1985, and director since 1968; age 91; attorney by training. He previously served as UMH’s President/CEO (1968–1995) and founded Monmouth Real Estate Investment Corporation (MREIC), serving as Chairman/Director (1968–2022) and President/CEO (1968–2013) . The Board classifies him as not independent; his sons Samuel A. Landy (CEO/Director) and Michael P. Landy (Director) also serve on the Board, with additional family members employed by the company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UMH Properties, Inc. | Founder; Chairman of the Board; President/CEO (prior) | Founder 1968; Chairman 1985–present; President/CEO 1968–1995 | Long-tenured founder-chair; Board leadership and strategic oversight |
| Monmouth Real Estate Investment Corporation | Founder; Chairman/Director; President/CEO (prior) | Chairman/Director 1968–2022; President/CEO 1968–2013 | Led REIT through multi-decade growth; sold MREIC in 2022 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Landy & Landy (employee benefit plans) | Trustee (beneficial voting power on shares in plans) | Ongoing | Voting power over shares in the Landy & Landy Employees’ Pension and Profit Sharing Plans |
| Eugene W. & Gloria Landy Family Foundation | Trustee (voting power) | Ongoing | Voting power over foundation-held UMH shares |
Board Governance
- Independence: Not independent; Board confirms Eugene W. Landy, Anna T. Chew (CFO), Samuel A. Landy (CEO), and Michael P. Landy are non-independent directors .
- Committee service: Not listed as a member of the Audit, Compensation, Nominating & Corporate Responsibility, Cybersecurity, Sustainability, or Retirement Plan committees (committees composed exclusively of independents; Retirement Plan Committee chaired by Michael P. Landy) .
- Attendance: Board met 4 times in 2024; “Each director” attended all Board and applicable committee meetings .
- Board leadership: Eugene W. Landy is Chairman; independent Presiding Director is Matthew I. Hirsch, who leads executive sessions of independent directors (held at least annually; occurred once in 2024) .
- Governance policies: Anti-hedging, clawback, director/NEO stock ownership guidelines, and independence standards aligned to NYSE rules .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 250,000 | 250,000 | 250,000 |
| Bonus ($) | 109,615 | 119,615 | 130,615 |
| All Other Compensation ($) | 50,000 (retirement benefit in lieu) | 50,000 (retirement benefit in lieu) | 50,000 (retirement benefit in lieu) |
- Employment agreement: Annual base $250,000 plus potential bonuses; severance $450,000; disability (salary for 3 years); death benefit $450,000; auto-renewal annually; terminable by either party with notice .
- Change-in-control: Lump-sum $1,200,000 if transaction closes at ≥$16 per share, payable at closing, plus severance schedule .
Performance Compensation
| Grant | Grant Date | Type | Shares/Options | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|---|---|
| Annual option grant | 3/26/2024 | Stock Options | 100,000 | $15.66 | 03/26/2034 | 20% per year over 5 years |
| Option exercise (2024) | Various | Exercise | 100,000 (exercised) | — | — | Value realized $646,000 |
- No RSUs/PSUs reported for Eugene in 2022–2024 (stock awards line is “-0-”) .
- Legacy outstanding options detail (exercisable/unexercisable tranches and expirations): includes series at $15.04 (04/04/27), $13.09 (04/02/28), $13.90 (04/02/29), $9.70 (03/25/30), $22.57 (07/14/31), $18.52 (09/09/32), $14.36 (03/21/33), and $15.66 (03/26/34) .
Other Directorships & Interlocks
| Entity | Relationship | Detail |
|---|---|---|
| UMH corporate office landlord | Prior family ownership; related-party leasing | Eugene held 24% interest in landlord entity; transferred in Jan 2023 to Samuel A. Landy and family. Lease runs through 04/30/2027; monthly base rent ~$23,302 (since 05/01/2022), plus taxes/CAM; management asserts rent is market . |
| UMH OZ Fund, LLC | Equity interests | Eugene owns 9.6%; Samuel 4.8%; Daniel Landy 0.96%; Samuel Landy Family Limited Partnership 0.96%; independent director Kenneth K. Quigley, Jr. 0.96% . |
| Monmouth Real Estate Investment Corp. (prior) | Public company board | Founder; Chairman/Director (1968–2022); President/CEO (1968–2013) . |
Expertise & Qualifications
- Founder with “unparalleled experience in real estate investing”; attorney at law; multi-decade REIT leadership .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial Ownership (shares) | 1,862,461 |
| Ownership % of outstanding | 2.24% |
| Options (exercisable within 60 days) | 550,000 shares |
| Shares pledged (margin account) | 619,342 (RED FLAG) |
| Shares pledged (as security for loans) | 227,559 (RED FLAG) |
| Trust/Foundation holdings | 112,849 (Sheltered Family Trust; voting power) |
| Family Foundation holdings | 154,380 (Eugene & Gloria Landy Family Foundation; voting power) |
| Employee plan holdings | 33,561 (Employees’ Pension Plan; voting power) |
| Profit Sharing plan holdings | 42,913 (Employees’ Profit Sharing Plan; voting power) |
Governance Assessment
-
Strengths
- Founder continuity and sector expertise; Board uses independent Presiding Director and has robust governance policies (clawback; anti-hedging; stock ownership guidelines) .
- 2024 Board/committee attendance was full (“each director attended all meetings”), indicating engagement .
- No single-trigger CoC acceleration in equity plan; prohibition on option repricing/cash buyouts; minimum vesting periods support shareholder alignment .
-
Concerns and RED FLAGS
- Not independent and significant family presence on Board/management (sons Samuel—CEO and Michael—Director; additional family employees), heightening potential conflicts and entrenchment risk .
- Shares pledged as collateral (619,342 in margin; 227,559 for loans) pose misalignment/forced selling risk (explicit RED FLAG per best practices) .
- Related-party exposure: corporate HQ lease with prior family ownership; ongoing family interests in OZ Fund alongside a sitting independent director (Quigley), requiring vigilant conflicts oversight (Business Judgment Committee framework exists but transactions still present) .
- Change-in-control payout ($1.2M at ≥$16/share) for Chairman despite non-CEO role may be viewed by some investors as generous for a governance figurehead .
Director Compensation Structure (for context)
- Non-employee directors receive annual cash retainer $60,500, equity retainer $60,500 (fully vested shares), committee chair/member fees, and annual options (11,000 shares; five-year vest) .
- Eugene Landy, as Chairman and NEO, is compensated via salary/bonus/options per his employment agreement (see Fixed and Performance Compensation sections above), not the non-employee director schedule .
Performance Compensation Metrics (Company framework)
- STIP metrics (for CEO/CFO/GC/COO): 75% tied to Normalized FFO/share increase (Threshold 1–4.99%; Target 5–9.99%; Max >10%), with 25% based on broader performance factors (TSR, occupancy, NOI, sales, G&A, rental home growth, acquisitions, development, capital raising/refinancing, ESG). Company achieved Target in 2024 (Normalized FFO/share +8.1%) .
- LTIP (for NEOs other than Chairman): RSUs (time-based), PSU-Strategic (nine milestone metrics), PSU-TSR (relative TSR vs MSCI US REIT Index). Eugene did not receive RSU/PSU awards in 2022–2024 .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval exceeded 88% of votes cast, indicating broad support for the executive pay program structure and outcomes .
Insider Trades
| 2024 Activity | Volume | Value |
|---|---|---|
| Options exercised | 100,000 | $646,000 (value realized) |
| Stock awards vested | None | — |
Related Party Transactions & Controls
- Policy: Board-appointed Business Judgment Committee of independent directors reviews any transactions with directors, officers, or immediate family; considers arm’s-length terms and involvement; disclosures via D&O questionnaires; code requires conflict reporting .
- Disclosed items:
- Corporate office lease: former 24% interest by Eugene transferred to Samuel/family in Jan 2023; lease through 04/30/2027; monthly base rent ~$23,302 since 05/01/2022; taxes/CAM shared; management asserts rent at/near market .
- OZ Fund interests: Eugene 9.6%; Samuel 4.8%; Daniel 0.96%; Samuel Family LP 0.96%; independent director Quigley 0.96% .
Equity Ownership Alignment
- Company has Director stock ownership guidelines (3x annual cash retainer for non-employee directors) and strict anti-hedging; NEO/CEO ownership guidelines robust (CEO 6x salary; CEO held ~31x salary at year-end 2024). Eugene’s significant holdings demonstrate skin-in-the-game but pledging undermines alignment .
Conclusion for Board Effectiveness
- Eugene W. Landy provides deep sector expertise and founder continuity but is a non-independent chairman with notable family interlocks and pledged share exposure. The Board’s governance architecture (independent committees, presiding director, clawback, anti-hedging) mitigates some risks, yet the combination of related-party transactions (HQ lease, OZ Fund), multi-generational involvement, and share pledging warrants continued investor scrutiny and engagement on conflict management, pledging policies, and succession planning .