Michael Landy
About Michael P. Landy
Michael P. Landy (age 63) has served on UMH’s Board since 2011; he retired following the sale of Monmouth Real Estate Investment Corporation (MREIC) in March 2022, where he was President and CEO from 2013–2022 . He is currently a member of NYU’s REIT Center Board of Advisors (2013–present) and formerly served on Nareit’s Advisory Board of Governors (2018–2022) . The Board has determined Michael P. Landy is not independent under NYSE standards (he is the son of UMH’s Founder/Chairman Eugene W. Landy and brother of CEO Samuel A. Landy) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Monmouth Real Estate Investment Corporation | President & CEO | 2013–2022 | Led industrial REIT until sale in Mar-2022 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NYU REIT Center | Board of Advisors | 2013–present | Advisory position |
| Nareit | Advisory Board of Governors | 2018–2022 | Industry governance participation |
Board Governance
- Independence: Not independent; familial relationship to Chairman and CEO disclosed .
- Committee Assignments: Chair, Retirement Plan Committee (oversees internal management of UMH’s 401(k); one meeting in 2024) .
- Attendance: Board met 4 times in 2024; each director attended all Board and applicable committee meetings (100% attendance) .
- Executive Sessions: Independent directors held 1 executive session in 2024; presided by Presiding Director Matthew I. Hirsch .
- Tenure: Director since 2011 .
Fixed Compensation
| Component | 2024 Amount (USD) |
|---|---|
| Annual cash fees (incl. committee roles) | $63,525 |
| Committee chair fee (Retirement Plan Committee) | Included within cash; chair fee policy $12,100 |
| Committee member/subcommittee retainers | Policy: members $6,050; subcommittee members $3,025 (if applicable) |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value (USD) | Vesting/Terms | Performance Metrics |
|---|---|---|---|---|---|
| Annual equity retainer (fully vested common shares) | 2024 | 3,676 | $60,497 | Fully vested at grant | None disclosed for directors |
| Stock options | Jan 10, 2024 | 11,000 | $29,590 | 20%/yr over 5 years; no repricing | None disclosed for directors |
UMH’s plan prohibits option repricing, evergreen features, and cash buyouts; minimum one-year vesting applies with limited exceptions, and only double-trigger change-of-control vesting is allowed .
Other Directorships & Interlocks
| Company | Type | Role | Dates | Potential Interlocks |
|---|---|---|---|---|
| Monmouth Real Estate Investment Corporation | Public REIT | President & CEO | 2013–2022 | Family network overlaps within UMH; no current public boards disclosed |
Expertise & Qualifications
- Real estate finance, investment, capital markets, and operations management experience; industry roles at NYU REIT Center and Nareit .
Equity Ownership
| Holder | Beneficial Shares | % of Shares Outstanding | Notable Details |
|---|---|---|---|
| Michael P. Landy | 483,682 | <1% | Includes 81,009 in custodial accounts for his children, 48,000 in EWL Grandchildren Fund LLC, and 6,200 shares via options exercisable within 60 days of Mar 7, 2025; additional 14,800 options not yet exercisable per schedule . |
- Director stock ownership guideline: 3x annual cash retainer; seven of nine non-employee directors met or exceeded guidelines as of 12/31/2024 (individual compliance by director not itemized) .
- Anti-hedging policy prohibits derivatives and monetization transactions; no speculative transactions reported .
- No pledging disclosed for Michael P. Landy (pledging is disclosed for Eugene W. Landy and Samuel A. Landy) .
Governance Assessment
-
Strengths:
- Chairing the Retirement Plan Committee enhances oversight of internal 401(k) plan management; committee met and operates under a charter .
- Full attendance indicates engagement; Board and committees had robust participation .
- Material personal ownership aligns incentives; substantial insider ownership across directors/executives is ~8.77% of outstanding shares .
-
Concerns and RED FLAGS:
- Not independent due to immediate family ties to Chairman and CEO; this weakens board independence and may affect perceptions of oversight quality .
- Related-party ecosystem: the corporate office lease is with an entity now owned in part by the CEO and Landy family; although asserted to be at market terms, continued family financial interests can create conflict optics .
- Family interests in UMH’s OZ Fund involve Chairman, CEO, and other relatives (not Michael), plus one independent director; interwoven family participation warrants ongoing Business Judgment Committee review for transactions .
- Option grants to directors introduce at-risk equity but are not performance-linked; equity retains value independent of target achievement, potentially diluting pay-for-performance expectations for directors .
-
Signals for investors:
- Board independence is mitigated by family presence across leadership; investors should monitor the effectiveness of independent committees and the Presiding Director structure .
- Retirement Plan Committee chaired by Michael provides a formal governance mechanism for the UMH 401(k) plan; ensure regular reporting and advisor oversight continues (members: Carus, Conway; Chair: Michael P. Landy) .
- Shareholder say-on-pay support was high in 2024 (>88%), indicating broader confidence in compensation governance for executives; however, director compensation is modest and below peer averages per UMH’s statement, balancing equity grants and cash .