Jeffrey Carus
About Jeffrey A. Carus
Independent director of UMH since 2011; age 62. Founder and Managing Partner of JAC Partners, LLC (2009–present) and Founder/Managing Member of JAC Management, LLC (1998–present), with extensive real estate finance and investment experience. Determined independent by the Board; serves on key committees including Audit (as an SEC-defined “audit committee financial expert”), Compensation, and Retirement Plan Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UMH Properties, Inc. | Presiding Director | 2015 | Presided over executive sessions of non-management directors . |
| Advalurem Group | Principal | 2012–2014 | Real estate investment experience . |
| CW Capital, Credit Suisse | Prior affiliations | Not disclosed | Finance/investment roles (prior affiliations) . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JAC Partners, LLC | Founder & Managing Partner | 2009–present | Real estate investment leadership . |
| JAC Management, LLC | Founder & Managing Member | 1998–present | Real estate operations/management . |
Board Governance
- Independence: UMH determined all directors other than Anna T. Chew, Eugene W. Landy, Michael P. Landy, and Samuel A. Landy are independent; Carus is independent .
- Committee assignments:
- Audit Committee member; all members are “financially literate” and “audit committee financial experts” per SEC rules .
- Compensation Committee member .
- Retirement Plan Committee member .
- Attendance: Board met 4 times in 2024; “Each director attended all of the meetings of the Board of Directors and meetings of the Committees on which he or she served.” Independent directors held one executive session; Presiding Director is Matthew I. Hirsch .
| Committee | 2024 Meetings | Carus Role | Attendance |
|---|---|---|---|
| Board of Directors | 4 | Director | 100% (all meetings attended by each director) . |
| Audit Committee | 4 | Member; Audit Committee Financial Expert | 100% (all meetings attended by each director) . |
| Compensation Committee | ≥1 | Member | 100% (all meetings attended by each director) . |
| Retirement Plan Committee | 1 | Member | 100% (all meetings attended by each director) . |
| Independent Directors Executive Session | 1 | Independent director | Session held; presided by Hirsch . |
Fixed Compensation
UMH’s non-employee director program in 2024 provided:
- Annual cash retainer: $60,500; annual equity retainer: $60,500 in fully vested Common Shares (paid quarterly). Committee chair/member and subcommittee fees layered on top .
- 2024 director option grant: 11,000 options to each director (vest 20% per year over five years); Black-Scholes grant-date fair value ~$29,590; as of 12/31/2024 each director had an aggregate 21,000 unexercised options .
| Component | Amount |
|---|---|
| Fees Earned/Paid in Cash (2024) | $74,117 |
| Stock Awards (2024; 3,676 shares) | $60,497 |
| Option Awards (2024; 11,000 options) | $29,590 |
| Total 2024 Director Compensation | $164,204 |
Performance Compensation
- UMH does not disclose performance-conditioned elements for director pay; annual equity retainer is fully vested common shares and options vest time-based (no performance metrics) .
Other Directorships & Interlocks
| Entity | Type | Role | Notes |
|---|---|---|---|
| Public company boards | Public | None disclosed | No current public company directorships disclosed beyond UMH . |
| UMH OZ Fund, LLC | Related vehicle | Not an owner (no interest disclosed) | OZ Fund ownerships disclosed for Landy family and Director Quigley; not Carus . |
| Corporate office lease | Related party | Not involved | Lease interest held by Landy family; not Carus . |
Expertise & Qualifications
- Real estate finance and investment expertise; founder/operator of real estate firms .
- Audit Committee “financial expert” designation per SEC rules .
Equity Ownership
| Security | Amount | Details |
|---|---|---|
| Common Shares (beneficial) | 32,567 | Includes 1,016 shares in custodial accounts for minor children (disclaimed beneficial interest but voting power) . |
| Options (exercisable within 60 days of 3/7/2025) | 6,200 | Included in beneficial ownership count; additional 14,800 options vest on schedule through 2029 (excluded) . |
| Preferred D Shares | 500 | Held directly . |
| Ownership % of outstanding | <1% | “Less than 1%” per table . |
| Pledging/Hedging | None disclosed | Company prohibits hedging/derivatives; no pledge disclosed for Carus . |
| Director Ownership Guidelines | 3x annual cash retainer; 5-year compliance window | As of 12/31/2024, 7 of 9 non-employee directors met or exceeded (individual compliance not disclosed) . |
Governance Assessment
- Strengths: Independent status; multi-committee engagement (Audit, Compensation, Retirement Plan) with 100% attendance; Audit Committee financial expertise; no related-party transactions or pledging disclosed for Carus; participation in oversight of 401(k) governance via Retirement Plan Committee .
- Compensation alignment: Mix includes cash, fully vested stock, and long-dated options (time-based vesting); total director pay modest relative to program parameters; adherence to anti-hedging and clawback culture for executives; director ownership guidelines encourage alignment .
- Potential red flags (board context): Family-related related-party exposures (corporate office lease; OZ Fund ownerships), though not involving Carus; Board includes multiple Landy family members and pledged shares by executives, which can be governance sensitivities for investors; however, UMH has policies (Business Judgment Committee) for related party transactions and reports full Section 16 compliance for 2024 .
- Signals: Frequent committee involvement and clean Section 16 record support confidence in director engagement and compliance; absence of other public company boards implies limited external interlocks risk for Carus .