Kiernan Conway
About Kiernan Conway
Independent director at UMH since 2022; age 62. Founding Principal and Owner of KC-nomics, LLC (2023–present), previously Principal and Research Director at Red Shoe Economics (2020–2023), and Chief Economist of CCIM (2017–2023). He has served as an FFIEC Institute Instructor (2008–present), Director of Monmouth Real Estate Investment Corporation (2018–2022), and held prior affiliations with the Federal Reserve (Atlanta), SouthTrust Bank, Colliers, Cushman & Wakefield, Equitable Real Estate, Wells Fargo Bank, and Deloitte .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Red Shoe Economics, LLC | Principal and Research Director | 2020–2023 | Led economic research for real estate and logistics |
| CCIM Institute | Chief Economist | 2017–2023 | Industry economic analysis for commercial real estate |
| Alabama Center for Real Estate | Director of Research and Corporate Engagement | 2017–2020 | Corporate engagement and research leadership |
| Monmouth Real Estate Investment Corporation | Director | 2018–2022 | Board service prior to sale in 2022 |
| Federal Reserve (Atlanta), SouthTrust Bank, Colliers, Cushman & Wakefield, Equitable Real Estate, Wells Fargo Bank, Deloitte | Various prior affiliations | Not specified | Real estate finance, banking, advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| KC-nomics, LLC | Founding Principal and Owner | 2023–present | Economic forecasting/research firm |
| FFIEC | Institute Instructor | 2008–present | Federal bank examiner training |
Board Governance
- Independence: Board determined Conway is independent (only Chew, Eugene W. Landy, Michael P. Landy, and Samuel A. Landy are non-independent) .
- Committee assignments:
- Nominating & Corporate Responsibility Committee (member) .
- Sustainability Subcommittee (member; Chair is Angela D. Pruitt-Marriott) .
- Retirement Plan Committee (member; Chair is Michael P. Landy) .
- Not listed as a member of Audit or Compensation Committees (members named do not include Conway) .
- Attendance: Board held four meetings in 2024; each director attended all Board meetings and meetings of committees on which they served .
- Executive sessions: Independent directors met separately at least annually; one meeting in 2024; Presiding Director is Matthew I. Hirsch .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer (non-employee directors) | $55,000 | $60,500 |
| Annual equity retainer (fully vested common shares) | $55,000 value | $60,500 value |
| Presiding Director cash retainer | $11,000 | $12,100 |
| Committee chair fees (Audit; Compensation; Nominating; Retirement Plan) | $22,000; $16,500; $11,000; N/A | $24,200; $18,150; $12,100; $12,100 |
| Subcommittee chair/member fees (Cybersecurity/Sustainability) | $5,500; $2,750 | $6,050; $3,025 |
| Conway – Director Compensation | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash | $55,000 annual retainer + $6,188 committee retainer = $61,188 total cash | $71,089 |
| Stock awards (annual equity retainer) | $55,007 | $60,497 |
| Option awards (director options) | $31,000 | $29,590 |
| Total | $147,195 | $161,176 |
Performance Compensation
| Equity Instrument | Grant Date | Quantity | Vesting | Fair Value | Status/Notes |
|---|---|---|---|---|---|
| Director stock options | Mar 21, 2023 | 10,000 | 20% per year over 5 years | $31,000 | Granted to each non-employee director |
| Director stock options | Jan 10, 2024 | 11,000 | 20% per year over 5 years | $29,590 | Granted to each non-employee director; each director had 21,000 options outstanding and unexercised as of Dec 31, 2024 |
- Annual equity retainer is in fully vested common shares; no director performance metrics are tied to cash or equity director compensation .
Other Directorships & Interlocks
| Company | Role | Period | Interlock/Notes |
|---|---|---|---|
| Monmouth Real Estate Investment Corporation | Director | 2018–2022 | Prior board; UMH’s founder/chair and family formerly led Monmouth; no Conway-related related-party transaction disclosed |
Expertise & Qualifications
- Extensive experience as an economist with expertise in real estate, real estate finance, and logistics; primary reasons cited for his nomination .
- Long-standing instructional role with FFIEC, reflecting domain expertise in financial institutions .
Equity Ownership
| Holder | Beneficial Ownership | % of Shares Outstanding | Vested vs. Unvested Detail |
|---|---|---|---|
| Kiernan Conway | 7,187 shares | Less than 1% (“*”) | Includes 6,200 shares issuable upon exercise of stock options; excludes 14,800 unexercisable option shares per schedule (2,200 tranches across 2026–2029) (9). Company had 82,556,602 shares outstanding as of Mar 7, 2025 . |
- Director Stock Ownership Guidelines: Non-employee directors are recommended to own ≥3× annual cash retainer; directors have 5 years from start of initial term; as of Dec 31, 2024, 7 of 9 non-employee directors met or exceeded guidelines (individual compliance not disclosed) .
- Anti-hedging policy: Directors prohibited from hedging, monetization transactions, and derivative trades on company securities .
- Pledging: No pledging disclosed for Conway; pledging footnotes pertain to other insiders (e.g., Eugene W. Landy, Samuel A. Landy) .
Governance Assessment
-
Board effectiveness and engagement: Conway is active across governance-focused bodies (Nominating & Corporate Responsibility; Sustainability Subcommittee) and the Retirement Plan Committee; the Board reports 100% attendance for directors in 2024, supporting engagement .
-
Independence and oversight: Confirmed independent; not on Audit or Compensation Committees, limiting compensation interlock risk; independent directors meet in executive session annually, with a Presiding Director in place .
-
Compensation and alignment: 2024 director pay mix balances cash and equity (cash $71,089, equity $60,497, options $29,590); annual equity retainer is fully vested stock, while options vest over five years, promoting longer-term alignment. Conway’s beneficial ownership is de minimis (<1%), though director guidelines exist; individual compliance not disclosed .
-
Potential conflicts and related-party exposure: Company discloses related-party transactions procedures and specific transactions involving the Landy family and an independent director (Quigley) in OZ Fund; no Conway-related transactions are disclosed, reducing perceived conflict risk for him .
-
Shareholder sentiment: Say-on-Pay received over 88% approval in 2024, indicating supportive governance environment, though this pertains to executive pay rather than director compensation .
-
RED FLAGS: None disclosed specific to Conway (no hedging, pledging, or related-party transactions noted). His relatively low beneficial ownership (<1%) may be viewed as limited “skin-in-the-game,” but director ownership guidelines exist and aggregate compliance is reported without individual detail .