Todd Clark
About Todd J. Clark
Dean of Widener University Delaware Law School; appointed as a Class I Director at UMH Properties on September 17, 2025 with a term expiring in 2028. Education: BA in Political Science (Wittenberg University), JD (University of Pittsburgh School of Law), MBA (West Virginia University School of Business and Economics). Background highlights include academic leadership, publications on employment discrimination and corporate justice, and teaching in contracts, employment discrimination, and corporate justice; age not disclosed. No family relationships or related-party transactions with UMH were disclosed; he will receive standard director compensation.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Widener University Delaware Law School | Dean | Not disclosed | Academic leadership; governance and legal expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kappa Alpha Psi Fraternity, Inc. | Member | Not disclosed | Community engagement; diversity focus |
Board Governance
- Appointment and classification: Appointed as Class I Director to fill a vacancy; term to 2028. Not yet appointed to any Board committees as of filing.
- Independence status: Filing disclosed no family relationships and no Item 404(a) related-party transactions; independence designation was not explicitly stated.
- Board/committee context: UMH’s Audit, Compensation, and Nominating & Corporate Responsibility Committees comprise independent directors; independent directors met in executive session in 2024; Presiding Director model in place.
- Attendance: 2024 attendance reported at 100% for directors serving that year; Clark appointed in 2025, so his attendance during 2024 is not applicable.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,500 | Standard for UMH directors |
| Annual equity retainer (fully vested common shares) | $75,000 | Grant-date fair value; standard for UMH directors as of Clark’s appointment |
| Committee chair fees (schedule) | Audit: $24,200; Compensation: $18,150; Nominating & Corporate Responsibility: $12,100; Retirement Plan: $12,100; Cybersecurity/Sustainability subcommittee chair: $6,050 | Company fee schedule; Clark has no committee assignments yet |
| Committee member fees (schedule) | Committee member: $6,050; Subcommittee member: $3,025 | Company fee schedule; not yet applicable to Clark |
Performance Compensation
| Instrument | Status | Vesting/Metric Details |
|---|---|---|
| Equity awards under 2023 Plan | Eligible | Clark eligible for awards under UMH’s 2023 Equity Incentive Award Plan; no specific grant disclosed at appointment |
| Director options (context) | Company practice | In 2024, non-employee directors received 11,000 options (5-year 20% annual vesting); this predates Clark’s appointment and does not imply his grant |
| Performance metrics tied to director pay | None disclosed | Equity retainer is fully vested; no performance metric framework disclosed for director compensation |
Other Directorships & Interlocks
| Company/Organization | Role | Committees | Overlap/Interlock |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed; no interlocks or overlaps reported |
Expertise & Qualifications
- Legal and governance expertise: Publications on employment discrimination and corporate justice; co-author of corporate justice textbook; courses taught in contracts, employment discrimination, corporate justice.
- Academic leadership: Dean of a law school, bringing governance and policy oversight experience.
- Degrees: BA (Wittenberg), JD (University of Pittsburgh), MBA (West Virginia University).
- Diversity and community focus: Commitment to developing law students from underrepresented populations and promoting wealth creation in minority communities.
Equity Ownership
- Beneficial ownership: Not disclosed for Clark in the 2025 proxy (record date March 7, 2025); he was appointed September 17, 2025.
- Director stock ownership guidelines: UMH recommends each non-employee director own shares equal to at least 3x the annual cash retainer; directors have five years to achieve this. Compliance status for Clark not disclosed.
Governance Assessment
- Positive signals
- No related-party transactions or family relationships; standard director pay; governance-friendly equity plan (no repricing, no evergreen, no cash buyouts after proposed amendment).
- Board structure includes independent Presiding Director and independent-only core committees; independent director executive sessions held.
- Strong governance policies: Anti-hedging, clawback, director ownership guidelines.
- Say-on-pay support: 88% of votes cast approved in 2024, indicating investor alignment on compensation framework (company-level context).
- Watch items / potential red flags
- No committee assignments yet for Clark; engagement and influence will be clearer after committee placement.
- Ownership alignment for Clark not yet disclosed; monitor progress toward director ownership guidelines.
- Limited UMH-specific operating background (academic/legal focus); effectiveness will depend on committee roles (e.g., governance, compensation).
Related Party Transactions and Conflicts
- None reported: Company disclosed no transactions with Clark under Item 404(a); no arrangements/understandings; no family relationships.
Director Compensation (Context – UMH 2024 Non-Employee Directors)
| Component | Amount |
|---|---|
| Annual cash retainer | $60,500 |
| Annual equity retainer (fully vested) | $60,497 (3,676 shares on grant) |
| Options | 11,000 options; grant-date fair value $29,590; vest 20% per year over five years |
| Chair/member fees | As listed above in Fixed Compensation |
Note: Clark’s appointment in September 2025 specifies a $75,000 equity retainer (higher than 2024 level), plus eligibility for plan awards. Committee and option grants for Clark were not disclosed at appointment.
Board Governance (UMH Framework)
| Committee | Independence | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | All independent; all members are “audit committee financial experts” | 4 | Oversees financial reporting, compliance, cybersecurity subcommittee |
| Compensation | All independent | ≥1 | Oversees executive pay and equity awards |
| Nominating & Corporate Responsibility | All independent | ≥1 | Oversees governance and sustainability subcommittee |
| Retirement Plan | Mixed (not designated independent-only) | 1 | Oversees internal management of 401(k) |
Board Effectiveness Signals (Company-Level)
- Independent sessions and Presiding Director structure; 8 of 12 directors independent in 2024; separate Chair and CEO roles.
- Anti-hedging, insider trading policy, and clawback for incentives; director ownership guidelines in place.
- All audit committee members designated “financial experts” under SEC rules; cybersecurity oversight subcommittee in place.
Equity Ownership & Alignment (Company-Level Context)
- Directors/officers as a group owned ~8.77% as of March 7, 2025. Director guideline: ≥3x cash retainer; 7 of 9 non-employee directors met/exceeded as of year-end 2024. (Clark’s ownership not yet reported.)
Summary Implications for Investors
- Clark brings legal and governance depth; lack of related-party exposure and standard pay structure support independence and investor confidence. Committee assignments and ownership accumulation will be key to evaluating engagement and alignment over 2026 proxy disclosures.