Matthew Hirsch
About Matthew Hirsch
Matthew I. Hirsch (age 65) is UMH’s Presiding Independent Director and an attorney focused on real estate transactions and legal issues; he joined the UMH Board in 2013, currently practices at Solow, Hartnett and Galvan (since 2024), and previously ran the Law Office of Matthew I. Hirsch (1985–2024). He served as an Adjunct Professor of Law at Delaware Law School of Widener University (1993–2019) and was a director of Monmouth Real Estate Investment Corp. (MREIC) from 2000–2022, an affiliate historically interlocked with UMH’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UMH Properties, Inc. | Presiding Independent Director; Director | 2013–present | Presides executive sessions of independent directors; Audit Committee member |
| Solow, Hartnett and Galvan | Attorney at Law | 2024–present | Real estate legal practice |
| Law Office of Matthew I. Hirsch | Attorney at Law | 1985–2024 | Real estate transactions and legal issues |
| Delaware Law School (Widener University) | Adjunct Professor of Law | 1993–2019 | Legal education |
| Monmouth Real Estate Investment Corp. (MREIC) | Director | 2000–2022 | Prior affiliated public company; historical interlock with UMH |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Monmouth Real Estate Investment Corp. (MREIC) | Director | 2000–2022 | Former affiliate of UMH; sold in 2022, reducing current interlock risk |
Board Governance
- Independence: Board determined Hirsch is independent under NYSE/SEC standards .
- Presiding Independent Director: Leads executive sessions of independent directors at least annually .
- Committee assignments: Member, Audit Committee; all audit members deemed “financial experts” .
- Attendance: Each director attended all Board and committee meetings in the last year (Board met 4 times; Audit met 4; Compensation and Nominating at least once) .
| Governance Item | Status / Detail |
|---|---|
| Board leadership | Separate Chair/CEO; Presiding Independent Director role held by Hirsch |
| Independent directors | 8/12 independent; all Audit, Compensation, Nominating committees are fully independent |
| Executive sessions | Independent directors met separately at least annually; presided by Hirsch |
| Anti-hedging | Prohibits hedging/derivatives for directors; no violations reported |
| Director ownership guidelines | 3× annual cash retainer; 7 of 9 non-employee directors met/exceeded as of 12/31/2024 |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,500 | Paid quarterly in arrears to non-employee directors |
| Annual equity retainer | $60,500 | Fully vested common shares; 3,676 shares valued at $60,497 on grant date (illustrative) |
| Presiding Director cash retainer | $12,100 | Additional cash for presiding role |
| Committee chair/member fees | Audit Chair $24,200; Compensation Chair $18,150; Nominating Chair $12,100; Retirement Plan Chair $12,100; Committee members $6,050; Cybersecurity/Sustainability subcommittee chair $6,050; members $3,025 | |
| Hirsch – Fees Earned or Paid in Cash (2024) | $78,652 | Includes base retainer, presiding retainer, and committee/subcommittee fees |
| Hirsch – Stock Awards (2024) | $60,497 | Annual equity retainer; fully vested shares |
| Hirsch – Option Awards (2024) | $29,590 | Annual director option grant (11,000 options) valued via Black‑Scholes |
| Hirsch – Total (2024) | $168,739 | Sum of components above |
Performance Compensation
| Equity/Options Structure | Terms | Vesting / Metrics |
|---|---|---|
| Annual equity retainer (directors) | Fully vested common shares | Granted annually; not performance-based |
| Annual stock options (directors) | 11,000 options (Jan 10, 2024 grant); aggregate 21,000 options unexercised as of 12/31/2024 | Vest 20% per year over 5 years; exercise price = grant-date market price; Black‑Scholes valuation; no repricing; no cash buyouts post-amendment |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Risk |
|---|---|---|
| Monmouth Real Estate Investment Corp. | Director (2000–2022) | Historic affiliate of UMH, suggesting prior information flows/interlocks; sale in 2022 reduces current interlock risk |
Expertise & Qualifications
- Legal and real estate: Decades of practice in real estate transactions and legal issues; adjunct law professor (1993–2019) .
- Governance: Serves as Presiding Independent Director, enhancing independent oversight and executive session efficacy .
- Financial oversight: Audit Committee member; audit committee financial expert per Board determination .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (Common Shares) | 63,249 | Includes 51,699 jointly with spouse; 5,350 owned by spouse; 6,200 issuable upon exercise of options (10) |
| Options – exercisable | 6,200 | Included in beneficial ownership (10) |
| Options – unexercisable (scheduled) | 14,800 | Future vesting schedule: 2,200 (1/10/26), 2,000 (3/21/26), 2,200 (1/10/27), 2,000 (3/21/27), 2,200 (1/10/28), 2,000 (3/21/28), 2,200 (1/10/29) (10) |
| Director options – aggregate | 21,000 | Unexercised aggregate options per director as of 12/31/2024 (10) |
| Pledged shares | None disclosed for Hirsch | Footnote clarifies pledged shares only where indicated; Hirsch’s entry contains no pledge (10) |
| Ownership guideline compliance | Exceeds | Guideline = 3× $60,500 = $181,500; Hirsch’s 63,249 shares × $18.88 (12/31/2024 close) ≈ $1.19M, exceeding guideline |
Insider Trades (Form 4)
Notes: “Award” entries reflect annual director equity and option grants; options vest 20% per year over 5 years (10). Records without quantities are cover filings referencing earlier transactions.
Governance Assessment
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Strengths:
- Independent status, Presiding Independent Director role, and Audit Committee service bolster board oversight and independence .
- 100% meeting attendance demonstrates engagement and diligence .
- Strong ownership alignment: substantial beneficial ownership, no pledged shares, and compliance with 3× retainer stock ownership guideline; anti‑hedging policy in force and no violations reported .
- Transparent, modest director pay structure with clear cash/equity components; annual equity retainer fully vested and option grants with standard vesting, no repricing/cash buyouts post-plan amendment .
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Watch items / potential red flags:
- Board‑level pledging: Eugene W. Landy (Chair) and Samuel A. Landy (CEO) have pledged shares (margin and as loan collateral), which is generally shareholder‑unfriendly; Hirsch has no pledges .
- Historical interlock with MREIC (affiliate) via prior directorship could have posed information flow/conflict risks; mitigated post‑2022 sale .
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Broader context signals:
- Company emphasizes pay‑for‑performance for executives (not directors): cash bonuses and LTIP tied to Normalized FFO per share, TSR, occupancy, NOI growth, sales, capital raising and ESG metrics; say‑on‑pay approval exceeded 88% in 2024, indicating supportive shareholder sentiment .
Overall: Hirsch’s profile and behavior (independence, presiding role, audit expertise, attendance, significant unpledged ownership) support board effectiveness and investor confidence. Board‑level pledging by insiders is a governance risk to monitor, although not attributable to Hirsch .