William Mitchell
About William E. Mitchell
William E. Mitchell, 58, is an independent director of UMH (director since 2019). He is General Partner and Co‑CIO of Strategy Capital (2025–present), previously General Partner of Strategy Capital (2019–2024) and Mitchell Portfolio Management (2012–2019). The board cites his expertise in investment analysis, cybersecurity, and computer technology as core credentials . He is classified as independent under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Strategy Capital | General Partner and Co‑CIO | 2025–present | Investment and technology expertise recognized by UMH board |
| Strategy Capital | General Partner | 2019–2024 | Brought investment/cyber expertise to UMH board |
| Mitchell Portfolio Management | General Partner | 2012–2019 | Beneficial owner of UMH shares via firm holdings |
External Roles
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the proxy |
Board Governance
- Independence: The board determined Mitchell is independent; only the CEO, CFO, and two Landy family directors are non‑independent .
- Attendance: The board met four times in 2024; each director attended all board and committee meetings on which they served .
- Executive sessions: Independent directors met in executive session at least annually; one such meeting occurred in 2024, led by the Presiding Director (Matthew I. Hirsch) .
- Committee assignments and roles:
- Compensation Committee: Chair; committee is fully independent .
- Audit Committee Cybersecurity Subcommittee: Chair; subcommittee of independent directors met at least once in 2024 .
- Nominating and Corporate Responsibility Committee: Member; fully independent .
| Committee | Role | Independence | 2024 Meeting Disclosure |
|---|---|---|---|
| Compensation Committee | Chair | All members independent | At least one meeting |
| Cybersecurity Subcommittee (of Audit) | Chair | All members independent | Met at least once |
| Nominating & Corporate Responsibility | Member | All members independent | At least one meeting |
| Board of Directors | Director | Independent | 4 meetings; full attendance |
Fixed Compensation (Director)
- Structure: 2024 non‑employee directors received an annual cash retainer of $60,500 and an annual equity retainer of fully vested shares valued at $60,500; Presiding Director +$12,100; committee chair fees and member retainers as listed below .
- 2024 fees paid to Mitchell: Cash $90,756; Stock awards $60,497; Option awards $29,590; Total $180,843 .
| Component | Amount/Detail | 2024 Mitchell Amount |
|---|---|---|
| Annual cash retainer | $60,500 | Included in cash total $90,756 |
| Committee chair fees | Compensation Chair $18,150; Cybersecurity Subcommittee Chair $6,050 | Included in cash total $90,756 |
| Committee member retainers | Committee member $6,050; Subcommittee member $3,025 (if applicable) | Included in cash total $90,756 |
| Equity retainer (shares) | Fully vested stock equal to $60,500 grant date value | $60,497; 3,676 shares granted |
| Option grant | 11,000 options valued at $29,590; granted Jan 10, 2024; vests 20% per year over 5 years | $29,590; 11,000 options |
Performance Compensation (Director Equity Detail)
- Directors do not have performance‑metric‑based pay; equity is time‑based. Annual equity retainer in fully vested shares; annual option grant with 5‑year ratable vesting (20%/year). No option repricing; no cash buyouts of underwater options under the plan as proposed to be amended .
| Award Type | Grant Date | Shares/Options | Grant Date Fair Value | Vesting/Terms |
|---|---|---|---|---|
| Stock (unrestricted) | 2024 | 3,676 shares | $60,497 | Fully vested on grant |
| Stock options | 2024-01-10 | 11,000 options | $29,590 | 20% per year over 5 years |
Other Directorships & Interlocks
- Other public company boards: None disclosed for Mitchell .
- Compensation Committee interlocks: None. The committee (including Mitchell as Chair) had no relationships requiring related‑party disclosure; no executives served on outside boards’ compensation committees reciprocally in 2024 .
Expertise & Qualifications
- Cited expertise: Investment analysis, cybersecurity, and computer technology .
- Cybersecurity governance: Chairs the Audit Committee’s Cybersecurity Subcommittee, which reviews enterprise cybersecurity risk; subcommittee met at least once in 2024 .
- Compensation governance: Chairs Compensation Committee overseeing CEO/NEO pay and equity plans. The committee retained independent consultant Korn Ferry in 2024 to advise on peer group, plan design, and compensation levels .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 311,927 shares (includes 283,562 held by Mitchell Portfolio Management; plus 6,200 options exercisable within 60 days); <1% of outstanding shares |
| Vested vs unvested | 6,200 options counted as exercisable within 60 days; an additional 14,800 options not yet exercisable, scheduled to vest in tranches from Jan 10, 2026 through Jan 10, 2029 and Mar 21 equivalents |
| Pledged shares | None disclosed for Mitchell (contrast: significant pledging by Eugene W. Landy and Samuel A. Landy) |
| Director ownership guidelines | Directors should hold ≥3x annual cash retainer; directors have 5 years to comply; as of Dec 31, 2024, 7/9 non‑employee directors met or exceeded guidelines (individual compliance not identified) |
Related‑Party Transactions and Conflicts
- Company process: Any related‑party transaction requires approval by a Business Judgment Committee of independent directors; Code of Ethics requires conflict reporting .
- Disclosed related‑party transactions: Office lease with an entity owned by Landy family; Landy family interests in the UMH OZ Fund; an independent director (Quigley) also has a 0.96% OZ Fund interest .
- Mitchell exposure: The proxy does not disclose any related‑party transactions involving Mitchell; Compensation Committee members (including Mitchell) had no relationships requiring related‑party disclosure in 2024 .
Additional Governance Indicators
- Anti‑hedging: Directors, officers, and employees are prohibited from hedging or derivative transactions in company stock; as of the proxy, the company was not aware of any such speculative transactions by insiders .
- Section 16(a) compliance: The company believes all directors and officers met SEC ownership filing requirements in 2024 .
- Say‑on‑Pay context: 2024 Say‑on‑Pay received >88% support, indicating shareholder acceptance of compensation practices overseen by the Compensation Committee .
- Equity plan safeguards: No option/SAR repricing; minimum one‑year vesting (with limited exceptions); no evergreen; no excise tax gross‑ups; proposed elimination of cash buyout provision; double‑trigger CIC vesting only .
Governance Assessment
-
Positives
- Independent, long‑tenured committee chair on two critical levers: Compensation and Cybersecurity—supports oversight breadth .
- Full attendance at board and committee meetings, with independent director executive sessions in place—indicates engagement .
- No disclosed related‑party transactions or interlocks involving Mitchell; anti‑hedging policy in force; Section 16 compliance clean .
- Director pay structure is modest versus peers per company disclosure; equity is largely time‑based with prudent plan safeguards .
-
Watch items
- Board has multiple Landy family members and disclosed family‑related transactions; while none involve Mitchell, concentrated family influence and share pledging by certain insiders are board‑level governance risks to monitor .
- Individual director compliance with stock ownership guidelines is not disclosed; only aggregate compliance is reported (7/9) .
Overall signal: Mitchell’s independent status, dual committee chair roles, clean related‑party profile, and strong attendance support board effectiveness and investor confidence; broader board‑level related‑party and pledging exposures reside elsewhere on the board, not with Mitchell .