Stuart Levy
About Stuart D. Levy
Stuart D. Levy (age 55) is an independent director of UMH Properties, Inc., serving since 2011. He works in real estate finance at Helaba-Landesbank Hessen-Thuringen (Director in the Real Estate Finance Group since 2024; Vice President 2006–2024) and is designated by UMH’s Board as an audit committee financial expert. He is independent under NYSE standards; UMH reports all directors attended all Board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Helaba-Landesbank Hessen-Thuringen | Director, Real Estate Finance Group | 2024–present | Real estate finance expertise contributing to Audit/Nominating committee oversight |
| Helaba-Landesbank Hessen-Thuringen | Vice President, Real Estate Finance Group | 2006–2024 | Long-standing real estate finance background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in UMH’s proxy |
Board Governance
- Committee assignments: Audit Committee member; Chair of the Nominating and Corporate Responsibility Committee; Member of the Audit Committee’s Cybersecurity Subcommittee.
- Independence: Board determined Levy is independent under NYSE and SEC rules.
- Attendance: The Board held 4 meetings in 2024; each director attended all Board and applicable committee meetings.
- Executive sessions: Independent directors met at least annually; one meeting in 2024; Matthew I. Hirsch serves as Presiding (lead independent) Director.
- Governance policies affecting directors: Anti-hedging policy (prohibits derivatives/hedging); Director stock ownership guidelines (3× annual cash retainer); Clawback policy applies to incentive compensation (primarily executives). As of 12/31/2024, 7 of 9 non-employee directors met or exceeded ownership guidelines (individual director compliance not disclosed).
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Cash fees | 81,686 | Includes annual cash retainer and committee/subcommittee fees |
| Annual equity retainer | 60,497 | 3,676 fully vested common shares granted for the annual equity retainer |
| Option awards (grant-date value) | 29,590 | 11,000 stock options granted Jan 10, 2024; vest 20% per year over 5 years |
| Total | 171,763 | Sum of cash, equity, and option grant-date value |
| Standard fee schedule (context) | — | Annual director cash retainer $60,500; chair fees: Audit $24,200, Compensation $18,150, Nominating $12,100; committee member $6,050; subcommittee member $3,025; subcommittee chair $6,050; Presiding Director +$12,100 |
Performance Compensation
- No performance-conditioned director compensation disclosed; director equity retainer is fully vested, and director options vest on a time basis (20% per year over five years).
| Instrument | Grant date | Quantity | Vesting | Exercise price | Notes |
|---|---|---|---|---|---|
| Stock options | 01/10/2024 | 11,000 | 20% per year over 5 years | — | Grant to each non-employee director; valuation via Black-Scholes; exercise price not disclosed in the director table |
| Levy’s Unvested Option Vesting Schedule | Shares | Notes |
|---|---|---|
| 01/10/2026 | 2,200 | Unexercisable tranche becomes exercisable per schedule |
| 03/21/2026 | 2,000 | Unexercisable tranche becomes exercisable per schedule |
| 01/10/2027 | 2,200 | Unexercisable tranche becomes exercisable per schedule |
| 03/21/2027 | 2,000 | Unexercisable tranche becomes exercisable per schedule |
| 01/10/2028 | 2,200 | Unexercisable tranche becomes exercisable per schedule |
| 03/21/2028 | 2,000 | Unexercisable tranche becomes exercisable per schedule |
| 01/10/2029 | 2,200 | Unexercisable tranche becomes exercisable per schedule |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | None disclosed |
| Private/non-profit/academic | None disclosed |
| Interlocks/conflicts | No related-party transactions disclosed involving Levy; UMH has a formal process for potential related-party transactions via a Business Judgment Committee of independent directors. |
Expertise & Qualifications
- Real estate finance professional (Helaba); designated audit committee financial expert; financially literate under NYSE rules.
- Cybersecurity oversight via Audit Cybersecurity Subcommittee membership.
Equity Ownership
| Ownership item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 26,858 shares | Includes 6,200 shares underlying exercisable options |
| Ownership as % of outstanding | <1% | Based on 82,556,602 shares outstanding; table marks “*” less than 1% |
| Vested vs unvested options | 6,200 vested; 14,800 unvested | Unvested vesting schedule shown above |
| Pledged shares | None indicated for Levy | Footnote indicates pledging disclosed where applicable; Levy’s footnote has no pledging |
| Director ownership guidelines | 3× annual cash retainer; 7 of 9 non-employee directors met/exceeded guidelines (individual status not disclosed) | Company-wide disclosure |
Governance Assessment
- Positive signals: Independent status; chairing Nominating and Corporate Responsibility Committee; Audit Committee membership and designation as an audit committee financial expert; full attendance; anti-hedging policy; director ownership guidelines and broad compliance; executive sessions led by Presiding Director.
- Compensation alignment: Director pay is balanced between cash and equity; options vest over five years, promoting longer-term alignment; annual equity is fully vested but modest in value relative to UMH market cap.
- Conflicts/related-party exposure: No transactions disclosed involving Levy; UMH discloses Landy family interests (e.g., office lease landlord ownership transfer, OZ Fund stakes) and uses independent committees to review any related-party dealings—Levy’s independence and committee roles mitigate governance risk.
- RED FLAGS: None specific to Levy disclosed (no pledging, no related-party transactions, no attendance issues). Broader board considerations include significant family presence among executives/directors and pledged shares by Landy family members, which require ongoing monitoring, though not attributable to Levy.