DEF 14A of UDR, Inc.
Filed Apr 2, 2026 · FY20250000074208-26-000037
Our Existing Board
Our Existing Board
Our Existing Board
| | | | | | | | | Katherine A. Cattanach Former General Partner of INVESCO Private Capital, Inc. | | RICHARD B. CLARK Founder and Managing Partner, Burnside Investments, LLC; Co-Founder and Managing Partner of WatermanCLARK; Former Chairman and Chief Executive Officer of Brookfield Property Group, Brookfield Property Partners and Brookfield Office Properties | | ELLEN M. GOITIA Retired Partner-in-Charge of KPMG LLP’s Chesapeake Business Unit | | Independent Tenure: 20 years Other Current Public Company Boards: 0 Committee(s): AC, NGC (Chair) | | Independent Tenure: Appointed October 3, 2025 Other Current Public Company Boards: 2 Committee(s): AC, NGC | | Independent Tenure: Appointed January 1, 2026 Other Current Public Company Boards: 0 Committee(s): AC, NGC | |
Our Existing Board
| | | | | | | | | Jon A. Grove Former Chairman, President and Chief Executive Officer of ASR Investments Corporation | | Mary Ann King Co-Head of Berkadia Institutional Solutions | | Robert A. McNamara Former Group Chief Risk Officer of Lend Lease Corporation | | Independent Tenure: 28 years Other Current Public Company Boards: 0 Committee(s): CC, EC (Chair) | | Independent Tenure: 11 years Other Current Public Company Boards: 0 Committee(s): CC, NGC | | Independent Tenure: 12 years Other Current Public Company Boards: 1 Committee(s): CC (Chair), NGC | |
Our Existing Board
| | | | | | | | | Diane M. Morefield Former Executive Vice President, Chief Financial Officer of CyrusOne | | Kevin C. Nickelberry Managing Director and Co-Head of the Elevate Strategy at GCM Grosvenor | | Mark R. Patterson President of MRP Holdings LLC; Former Chairman and CEO of Boomerang Systems, Inc.; Former Managing Director and Head of Real Estate Global Principal Investments at Merrill Lynch | | Independent Tenure: 6 years Other Current Public Company Boards: 1 Committee(s): AC (Chair), NGC | | Independent Tenure: 5 years Other Current Public Company Boards: 0 Committee(s): AC, NGC | | Independent Tenure: 12 years Other Current Public Company Boards: 2 Committee(s): CC | |
Our Existing Board
| AC = Audit and Risk Management Committee CC = Compensation and Management Development Committee NGC = Nominating and Governance Committee EC = Executive Committee | | | | | | Thomas W. Toomey Chairman, President and CEO of UDR, Inc. | | | Tenure: 25 years Other Current Public Company Boards: 0 Committee(s): EC | |
Our Existing Board
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Compensation Earned
Compensation Earned Total compensation, as reported in the Summary Compensation Table and calculated as required by applicable rules and regulations, includes items driven by accounting rules and assumptions with respect to incentive compensation that has not yet been earned and may in the future not be earned. Therefore, it is not reflective of the compensation our named executive officers actually earned in a given year. Accordingly, to supplement the disclosure contained in the Summary Compensation Table and the narrative disclosure accompanying the table starting on page 96, we are providing the table below to compare the compensation earned by our named executive officers in 2025, 2024, and 2023 to the total compensation shown by the Summary Compensation Table. The amounts set forth below for “Earned Compensation” differ from the amounts reported as total compensation in the Summary Compensation Table and are not a substitute for those amounts.
Compensation Earned
| | | Total | Earned | | | | (from Summary | Compensation | | Name and | | Compensation Table) | Total | | Principal Position | Year | ($) | ($) | | Thomas W. Toomey | 2025 | 9,933,438 | 9,386,318 | | Chairman, President and Chief Executive Officer | 2024 | 10,178,473 | 10,371,190 | | | 2023 | 11,755,015 | 6,727,096 | | David D. Bragg | 2025 | 4,115,051 | 1,924,799 | | Senior Vice President - Chief Financial Officer | | | | | Michael D. Lacy | 2025 | 2,909,813 | 3,351,123 | | Senior Vice President - Chief Operating Officer | 2024 | 2,812,525 | 3,081,200 | | | 2023 | 2,765,854 | 2,478,862 | | Keith Benson | 2025 | 1,880,508 | 1,693,927 | | Senior Vice President - Chief Legal Officer | | | |
Compensation Earned
Mr. Bragg joined the Company in July 2025. Mr. Benson joined the Company in April 2025. Earned Compensation for 2025 includes 2025 salary, any bonus earned in 2025, short-term incentive compensation earned for 2025, the portion of the long-term incentive programs with respect to which the performance period ended on December 31, 2025, and the “All Other Compensation” from the Summary Compensation Table for 2025. Earned Compensation for 2024 includes 2024 salary, any bonus earned in 2024, short-term incentive compensation earned for 2024, the portion of the long-term incentive programs with respect to which the performance period ended on December 31, 2024 and the “All Other Compensation” from the Summary Compensation Table for 2024. Earned Compensation for 2023 includes 2023 salary, any bonus earned in 2023, short-term incentive compensation earned for 2023, the portion of the long-term incentive programs with respect to which the performance period ended on December 31, 2023 and the “All Other Compensation” from the Summary Compensation Table for 2023.
Compensation Earned
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BOARD COMPOSITION Matrix
BOARD COMPOSITION Matrix
BOARD COMPOSITION Matrix
| | clark | goitia | Grove | King | McNamara | Nickelberry | Patterson | Toomey | | Board Tenure | | | | | | | | | | Completed Years | <1 | <1 | 28 | 11 | 12 | 5 | 12 | 25 | | Gender | | | | | | | | | | Male | ● | | ● | | ● | ● | ● | ● | | Female | | ● | | ● | | | | | | Race/Ethnicity | | | | | | | | | | African American/Black | | | | | | ● | | | | White/Caucasian | ● | ● | ● | ● | ● | | ● | ● |
BOARD COMPOSITION Matrix
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BOARD COMPOSITION Matrix
Director Biographies
BOARD COMPOSITION Matrix
| Ary | | | INDEPENDENT Age: 68 Director Since: 2025 Committee Membership: Audit and Risk Management, Nominating and Governance | Richard B. Clark PROFESSIONAL EXPERIENCE ● Founder and Managing Partner, Burnside Investments LLC, an investment office focused on real estate investments since 2024. ● Co-Founder and Managing Partner of WatermanCLARK, a real estate investment and operating company since 2020. ● Chairman and Chief Executive Officer of Brookfield Property Group, Brookfield Property Partners (NASDAQ: BPYPP) and Brookfield Office Properties, from 2013 to 2021. ● President and Chief Executive Officer, Brookfield Office Properties from 2002 to 2012. ● Senior leadership positions, Brookfield Corp. and its predecessors from 1984 to 2002. ● Chairman, Alliance for Downtown New York and the Downtown-Lower Manhattan Association since 2017. ● Member of the Board of Directors, and a member of the audit and finance committees of Macy’s, Inc. (NYSE), an owner/operator of retail department stores, and a member of the Board of Directors, chair of the compensation committee and member of the nominating and corporate governance committee of Captivision Inc. (Nasdaq), a manufacturer of architectural media glass and LED displays. ● Executive Committee, Real Estate Board of New York from 2013 to 2023. ● Board of Directors, Real Estate Roundtable from 2015 to 2021. | | SKILLS AND QUALIFICATIONS Mr. Clark brings to the board (1) C-Suite level management experience, (2) extensive real estate experience across a variety of sectors, (3) extensive corporate governance experience, (4) strong real estate capital markets and acquisitions experience, and (5) development and construction experience. ● Current or Former CEO ● Current or Former Public Company Officer ● Real Estate Experience ● Construction and Development Experience ● Financial Expertise ● Strategic Oversight ● Stakeholder Advocacy ● Corporate Governance ● Risk Assessment and Management | |
BOARD COMPOSITION Matrix
| 2026 Proxy Statement | | 29 |
BOARD COMPOSITION Matrix
| Ary | | | INDEPENDENT Age: 66 Director Since: 2026 Committee Membership: Audit and Risk Management, Nominating and Governance | Ellen M. Goitia PROFESSIONAL EXPERIENCE ● Partner-in-Charge for KPMG’s Chesapeake Business Unit Audit practice and a member of the firm’s Audit Leadership Team from October 2011 until her retirement in May 2016. o Had ultimate operational oversight for five KPMG offices in Maryland, D.C., and Virginia, with responsibilities including business unit financial performance, resource management, human resources, quality client service, and risk management. ● Admitted to the KPMG partnership in 1993 and had more than 30 years of experience as a professional with the firm, including experience as lead audit partner for a variety of publicly traded and private companies. ● Speaker, panelist and moderator for KPMG’s Audit Committee Institute as well as for other governance programs external to KPMG. ● Served as an independent member of the Nominating Committee of KPMG’s Board of Directors from 2009 until 2011 and has served on several nonprofit organizations’ boards. ● Former member of the Board of Directors, former chair of the audit committee and former member of the corporate governance/nominating committee of Elme Communities, a multifamily REIT. | | SKILLS AND QUALIFICATIONS Ms. Goitia brings to the board (1) extensive accounting expertise as well as financial literacy, (2) real estate industry experience, (3) corporate governance experience, (4) human capital management experience, and (5) technology, cybersecurity, and innovation. ● Strategic Oversight ● Corporate Governance ● Financial Expertise ● Professional Certification ● Real Estate Experience ● Risk Assessment and Management | |
BOARD COMPOSITION Matrix
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BOARD COMPOSITION Matrix
| LEAD INDEPENDENT DIRECTOR Age: 81 Director Since: 1998 Committee Membership: Executive (Chair), Compensation | Jon A. Grove PROFESSIONAL EXPERIENCE ● Lead Independent Director since May 2025. ● Former Chairman, President and Chief Executive Officer of ASR Investments Corporation from its organization in 1987 until our acquisition of ASR in 1998. ● Former Chairman and director of American Southwest Holdings, LLC and SecurNet Mortgage Securities LLC. ● Longtime executive of multifamily companies and investor in multifamily REITs. | | SKILLS AND QUALIFICATIONS Mr. Grove brings to the board (1) C-Suite level management experience, (2) property management and operations expertise that helps to drive value creation through our expanding array of operating platform initiatives, (3) strategic oversight, (4) stakeholder advocacy, and (5) capital markets and financial literacy. ● Current or Former CEO ● Strategic Oversight ● Stakeholder Advocacy ● Corporate Governance ● Real Estate Experience ● Financial Expertise ● Risk Assessment and Management | |
BOARD COMPOSITION Matrix
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BOARD COMPOSITION Matrix
| Ary | | | INDEPENDENT Age: 73 Director Since: 2015 Committee Membership: Compensation, Nominating and Governance | Mary Ann King PROFESSIONAL EXPERIENCE ● Co-Head of Berkadia Institutional Solutions for Berkadia, a privately held commercial real estate firm that provides clients with a suite of services that includes investment sales and mortgage banking. ● Former Co-Chairman of Moran & Company, a real estate brokerage firm focusing exclusively on multifamily assets and mixed-use assets with significant multifamily components, whose investment sales operations were purchased by Berkadia in January of 2021. ● Over the Rainbow Association – Member of the Board of Directors, Member of the Executive Committee and Development Committee and Member and Chairman of the Association’s LIFE Fund. ● Member of the Advisory Board of Sack Properties. ● Full Member of ULI and Member of MFC-Blue Product Council; former Trustee from 2012-2015 and former Product Council Counselor for all four Multifamily Product Councils. ● Member of the Executive Committee of the National Multi Housing, Chairperson from 2006 to 2008, and served on the leadership team from 2000 to 2008. | | SKILLS AND QUALIFICATIONS Ms. King brings to the board (1) extensive real estate experience across a variety of property sectors, in particular multifamily, (2) C-Suite level management experience, (3) corporate governance experience, (4) technology, cybersecurity, and innovation, and (5) financial literacy. ● Construction and Development Expertise ● Strategic Oversight ● Stakeholder Advocacy ● Corporate Governance ● Real Estate Experience ● Financial Expertise ● Risk Assessment and Management | |
BOARD COMPOSITION Matrix
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BOARD COMPOSITION Matrix
| Ary | | | INDEPENDENT Age: 72 Director Since: 2014 Committee Membership: Compensation (Chair), Nominating and Governance | Robert A. McNamara PROFESSIONAL EXPERIENCE ● Former Group Chief Risk Officer of Lend Lease Corporation (ASX), an international property and infrastructure firm from 2014 to 2017. ● Former Chief Executive Officer Americas of Lend Lease Corporation (ASX) from 2010 to 2014. ● Former Chairman and Chief Executive Officer of Penhall/LVI International, an environmental remediation, concrete services and infrastructure repair firm, from 2006 to 2010. ● Mr. McNamara held various positions at Fluor Corporation, a global engineering and construction company, from 1996 to 2006, including Senior Executive and Group President. ● Mr. McNamara began his career at Marshall Contractors, Inc., a general contractor, where he held various positions from 1978 to 1996, including President and Chief Operating Officer. ● Member of the Board of Directors of Jacobs Solutions Inc. (f/k/a Jacobs Engineering Group, Inc.) (NYSE), a provider of technical, professional and construction services, and serves on the Audit Committee and as chair of the ESG and Risk Committee for Jacobs. ● Former board member of several privately-held firms. ● Mr. McNamara has also served on the board of the US China Business Council and as Chairman for the Construction Industry Institute’s Technology Implementation Task Force. | | SKILLS AND QUALIFICATIONS Mr. McNamara brings to the board (1) corporate governance experience, (2) development and construction experience, (3) corporate responsibility knowledge and oversight, (4) C-Suite level management experience, (5) capital markets, accounting and financial literacy, and (6) expertise in new technologies, cybersecurity, and innovation. ● Current or Former CEO ● Current or Former Public Company Officer ● Construction and Development Expertise ● Strategic Oversight ● Stakeholder Advocacy ● Corporate Governance ● Real Estate Experience ● Financial Expertise ● Risk Assessment and Management | |
BOARD COMPOSITION Matrix
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BOARD COMPOSITION Matrix
| Ary | | | INDEPENDENT Age: 55 Director Since: 2021 Committee Membership: Audit and Risk Management, Nominating and Governance | Kevin C. Nickelberry PROFESSIONAL EXPERIENCE ● Currently Managing Director and Co-Head of the Elevate Strategy at GCM Grosvenor, a global investment and advisory firm. ● Former Managing Director and Co-Head of Private Equity Co-Investments at GCM Grosvenor. ● Former Managing Director in the private equity group and a member of the Investment Committee at Investcorp International from 2003 to 2020. ● From 1998 to 2003 executed growth equity and leverage buyout investments at J.P. Morgan Partners. ● Began his career in the investment banking division at Goldman Sachs & Co from 1993 to 1996. ● Previously a board member at a number of private companies. ● Current member of the Board of Directors of the Northside Center for Child Development in New York City. ● Earned his Master’s in Business Administration from Harvard University’s Graduate School of Business Administration. ● Earned his Bachelor of Arts in Business Administration from Morehouse College. | | SKILLS AND QUALIFICATIONS Mr. Nickelberry brings to the board (1) corporate governance expertise, (2) strategic oversight, having assisted multiple management teams in the formulation and execution of strategic plans as an investor and director, (3) capital market expertise, (4) accounting and financial literacy, and (5) technology, cybersecurity, and innovation expertise. ● Professional Experience ● Private equity origination, execution and post-acquisition experience ● Strategic Oversight ● Stakeholder Advocacy ● Corporate Governance ● Financial Expertise ● Risk Assessment and Management | |
BOARD COMPOSITION Matrix
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BOARD COMPOSITION Matrix
| Ary | | | INDEPENDENT Age: 65 Director Since: 2014 Committee Membership: Compensation | Mark R. Patterson PROFESSIONAL EXPERIENCE ● Currently a real estate consultant and financial advisor and is a director and President of MRP Holdings LLC. ● Former Chairman and Chief Executive Officer of Boomerang Systems, Inc., a manufacturer of fully automated, robotic parking systems. In August 2015, Boomerang Systems, Inc. filed for bankruptcy under Chapter 11 of the US Bankruptcy Code. ● Former Managing Director and the Head of Real Estate Global Principal Investments at Merrill Lynch. ● Spent 16 years at Citigroup, where he was the Global Head of Real Estate Investment Banking since 1996. ● Serves as Chair of the Board of Directors, and a member of the governance committee and former member of the compensation and investment committees of Americold Realty Trust (NYSE), a cold storage REIT, a member of the Board of Directors and a member of the compensation and nominating and governance committees of Digital Realty Trust (NYSE), a data center REIT, and was a member of the governance committee and the audit committee of Paramount Group, Inc. (NYSE), an office REIT, until its acquisition in December 2025. ● Served on the Board of Directors of General Growth Properties (formerly NYSE) between 2011 and 2017. ● Serves as a Senior Advisor to Rockefeller Capital Management, as an Advisory Director for Investcorp International, Inc. and as an Advisory Director to Energy Impact Partners. | | SKILLS AND QUALIFICATIONS Mr. Patterson brings to the board (1) extensive corporate governance experience, (2) a strong background in capital markets and real estate finance, (3) human capital management experience, (4) expertise in new technologies and innovation, and (5) C-Suite level management experience. ● Current or Former CEO ● Current or Former Public Company Officer ● Strategic Oversight ● Stakeholder Advocacy ● Corporate Governance ● Real Estate Experience ● Financial Expertise ● Risk Assessment and Management | |
BOARD COMPOSITION Matrix
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BOARD COMPOSITION Matrix
| CHAIRMAN OF THE BOARD Age: 65 Director Since: 2001 Committee Membership: Executive | Thomas W. Toomey PROFESSIONAL EXPERIENCE ● Chairman, President and Chief Executive Officer of UDR, Inc., a $20 billion (as of December 31, 2025), S&P 500 company, having served as Chief Executive Officer and a member of the board since joining the Company in 2001. Mr. Toomey also served as President of the Company from 2001 to 2019 and from September 2025 to present. ● Over his tenure, Mr. Toomey has been instrumental in repositioning UDR’s portfolio including the acquisition and disposition of approximately $22 billion in multifamily communities and development of over $5 billion in multifamily communities leading to an above average return of 11% for UDR’s shareholders. ● As a leader in the real estate industry, Mr. Toomey is a Trustee and a past Global Chair of the Urban Land Institute (ULI), Chair of the ULI Foundation, a past member of the Board of Governors of the National Association of Real Estate Investment Trusts (NAREIT), on the Executive Committee of the National Multi Housing Council (NMHC), a member of The Real Estate Roundtable and is past Chair and a Trustee of the Oregon State University Foundation. ● Mr. Toomey served on the Board of Directors of The Ryland Group, Inc. (NYSE), a home builder, from December 2013 until its merger with Standard Pacific in October 2015. ● Prior to heading UDR, Mr. Toomey held various senior positions, including Chief Operating Officer and Chief Financial Officer, with AIMCO (NYSE), a multifamily REIT peer, which in 2020 underwent a separation and became two public companies, Apartment Income REIT Corp. and AIMCO. At AIMCO, Mr. Toomey was instrumental in transforming the company into the largest apartment owner in the U.S., growing its portfolio ten-fold over his tenure. ● Prior to AIMCO, Mr. Toomey served as a Senior Vice President with Lincoln Property Company, a multifaceted, national real estate firm, for five years. | | SKILLS AND QUALIFICATIONS Mr. Toomey brings to the board (1) extensive C-Suite level management experience within the multifamily industry, (2) capital markets experience, (3) development experience, (4) stakeholder advocacy, (5) accounting and financial literacy, and (6) technology, cybersecurity, and innovation. ● Current or Former CEO ● Current or Former Public Company Officer ● Construction and Development Expertise ● Strategic Oversight ● Stakeholder Advocacy ● Corporate Governance ● Real Estate Experience ● Financial Expertise ● Risk Assessment and Management | |
BOARD COMPOSITION Matrix
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BOARD COMPOSITION Matrix
Board Refreshment and Succession Planning
Board COMPOSITION Policy
Board COMPOSITION Policy The board believes its effectiveness is enhanced by being comprised of individuals with varied backgrounds, skills and experience that are relevant to the role of the board and the needs of our business as well as inclusive representation with respect to gender and ethnicity. In our Code of Business Conduct and Ethics, we describe inclusive representation as embracing the following characteristics with respect to the Company as a whole, including our board: age, race, gender, nationality, physical ability, culture, religion, marital status, sexual orientation, experience and perspective. In 2020, consistent with its overall views with respect to inclusive representation and in order to formalize our practice, the board enhanced our Statement on Corporate Governance and the Charter of our Nominating Committee, which was continued in the Charter of our Nominating and Governance Committee adopted in connection with the combination of the two committees, by amending such documents to specifically require that underrepresented groups be included in the initial pool for any external search for director candidates or for any external search for a Chief Executive Officer. In addition, any search firm used for conducting searches is required to include such candidates in its initial pool of candidates. Since 2019, we have hired search firms with specific experience in identifying candidates from underrepresented groups in connection with searches for board candidates. All recent searches for potential board members have included, and future searches will include, candidates from underrepresented groups as the composition of our board will remain a focus in connection with board refreshment efforts. The board, through the Nominating and Governance Committee and in consultation with our CEO, will regularly review the changing needs of the business and the skills and experience of its board members with the intention that the board will be periodically “renewed” as certain directors rotate off and new directors are recruited. The board’s commitment to inclusive representation and renewal will be tempered by the need to balance change with continuity and experience. The board believes that its commitment in this regard has been effective in establishing a board that consists of members with diverse backgrounds, skills and experience that are relevant to the role of the board and the needs of the business. The board will continue to monitor the effectiveness of these efforts as part of its periodic self-assessment process.
Succession, Identification and Selection of Nominees for Directors
Succession, Identification and Selection of Nominees for Directors Part of our approach to board refreshment is to have a mix of experience on the board tied to our strategic plans. We try to have roughly one-third of our board members consist of directors that have served through a number of our strategic plans, roughly one-third that have been involved in zero to two strategic plans, and roughly one-third in the middle. The intent of this approach is to be able to get the benefit of experience with our company and our strategic planning as well as the benefit of new ideas and perspectives.
Succession, Identification and Selection of Nominees for Directors
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Succession, Identification and Selection of Nominees for Directors
Our Nominating and Governance Committee works closely with our Chairman and CEO and Lead Independent Director in recommending to the board criteria for open board positions, taking into account such factors as the Nominating and Governance Committee deems important, including, among others, the current composition of the board (including tenure on the board), the range of talents, experiences, expertise and skills that would complement those already represented on the board and those that would help achieve the Company’s current and future goals as set forth in our strategic plan and our Overboarding Policy. The recommendations are then discussed by the board. In evaluating a nominee, the board, acting through our Nominating and Governance Committee, will consider, among other things, whether a potential director nominee has the time available, in light of other business and personal commitments, to perform the responsibilities required for effective service on the board. The Nominating and Governance Committee considers candidates that are suggested by members of the board, as well as management, our shareholders, and any director search firm retained by the board or the Nominating and Governance Committee using the same criteria to evaluate all candidates. Once a potential director nominee has been identified, the Nominating and Governance Committee, in consultation with the Chairman and CEO and Lead Independent Director, will evaluate the prospective nominee against the specific criteria that has been established, as well as the standards and qualifications contained in our Statement on Corporate Governance. If it is determined based upon a preliminary review that a candidate warrants further consideration, members of the board, as appropriate, will interview the prospective nominee. After completing this evaluation and interview process, the board makes the final determination as to whether to nominate or appoint the new director.
2025 Director Compensation Program
2025 Director Compensation Program For 2025 there were no changes from 2024 to the independent director compensation program.
2025 Director Compensation Program
| $120,000 RETAINER | | $230,000 EQUITY GRANT | | The Lead Independent Director receives an annual retainer fee of $120,000. | | The Lead Independent Director also receives a grant of $230,000 in value in the form of shares of restricted stock, stock options, Class 1 LTIP Units, and/or Class 1 Performance LTIP Units. | | $80,000 RETAINER | | $200,000 EQUITY GRANT | | Each independent director receives an annual retainer fee of $80,000. | | Each independent director also receives a grant of $200,000 in value in the form of shares of restricted stock, stock options, Class 1 LTIP Units, and/or Class 1 Performance LTIP Units. |
2025 Director Compensation Program
The independent directors can elect to receive their 2025 annual retainer in cash, stock, stock options, Class 1 LTIP Units, Class 1 Performance LTIP Units, or a combination of cash, stock, stock options, Class 1 LTIP Units or Class 1 Performance LTIP Units.
2025 Director Compensation Program
| Additional Fee for Serving as Committee Chair | ($) | | Audit | 15,000 | | Compensation | 15,000 | | Nominating and Governance | 15,000 |
2025 Director Compensation Program
For those independent directors who elected to receive restricted stock, the restricted stock was priced at $42.53 per share, which was the closing sales price of our common stock on January 2, 2025, the date of grant. The shares of restricted stock vested on January 2, 2026. The independent directors receiving restricted stock are entitled to receive dividends during the vesting period; however, any unvested shares at the end of the one-year vesting period will be returned to us and cancelled. For those independent directors who elected to receive stock options, the stock options were priced at $10.10 per option, which was the fair value of an option on January 2, 2025, the date of grant. The stock options have a strike price of $42.53 per option, the closing sales price of our common stock on January 2, 2025, the date of grant. The stock options vested on January 2, 2026. For those independent directors who elected to receive Class 1 LTIP Units, the Class 1 LTIP Units were priced at $42.53 per unit, which was the closing sales price of our common stock on January 2, 2025, the date of grant. The Class 1 LTIP Units vested on January 2, 2026. The independent directors receiving Class 1 LTIP Units are entitled to receive distributions during the vesting period; however, any unvested Class 1 LTIP Units at the end of the one-year vesting period will be returned to us and cancelled. For those independent directors who elected to receive Class 1 Performance LTIP Units, the Class 1 Performance LTIP Units were priced at $9.48 per unit, which was the fair value of a Class 1 Performance LTIP Unit on January 2, 2025, the date of grant. The Class 1 Performance LTIP Units have a strike price of $42.53 per unit, the closing sales price of our common stock on January 2, 2025, the date of grant. The Class 1 Performance LTIP Units vested on January 2, 2026. The independent directors receiving Class 1 Performance LTIP Units are entitled to receive distributions during the vesting period; however, any unvested Class 1 Performance LTIP Units at the end of the one-year vesting period will be returned to us and cancelled. Directors who are also employees of the Company receive no additional compensation for service as a director. All independent directors are reimbursed for expenses incurred in connection with attending a board meeting or committee meeting in accordance with our Director Expense Reimbursement Policy.
2025 Director Compensation Program
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2026 Director Compensation Program
2026 Director Compensation Program For 2026 the retainer was increased by $20,000 for each independent director, including the Lead Independent Director. There were no other changes from 2025 to the independent director compensation program.
2026 Director Compensation Program
| $140,000 RETAINER | | $230,000 EQUITY GRANT | | The Lead Independent Director receives an annual retainer fee of $140,000. | | The Lead Independent Director also receives a grant of $230,000 in value in the form of shares of restricted stock, stock options, Class 1 LTIP Units, and/or Class 1 Performance LTIP Units. | | $100,000 RETAINER | | $200,000 EQUITY GRANT | | Each independent director receives an annual retainer fee of $100,000. | | Each independent director also receives a grant of $200,000 in value in the form of shares of restricted stock, stock options, Class 1 LTIP Units, and/or Class 1 Performance LTIP Units. |
2026 Director Compensation Program
The independent directors can elect to receive their 2026 annual retainer in cash, stock, stock options, Class 1 LTIP Units, Class 1 Performance LTIP Units, or a combination of cash, stock, stock options, Class 1 LTIP Units or Class 1 Performance LTIP Units.
2026 Director Compensation Program
| Additional Fee for Serving as Committee Chair | ($) | | Audit | 15,000 | | Compensation | 15,000 | | Nominating and Governance | 15,000 |
2026 Director Compensation Program
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Director Compensation Table
Director Compensation Table The following table provides information concerning the compensation of our directors for fiscal 2025.
Director Compensation Table
| | Fees | | | | | | | | | Earned | | | Non-Equity | Nonqualified | | | | | or Paid in | Stock | Option | Incentive Plan | Deferred | All Other | | | | Cash | Awards | Awards | Compensation | Compensation | Compensation | Total | | Name | ($) | ($) | ($) | ($) | Earnings | ($) | ($) | | (a) | (b) | (c)(1)(2) | (d)(1)(2) | (e) | (f) | (g)(3) | (h) | | Katherine A. Cattanach | 95,000 | 92,516 | 107,504 | -0- | -0- | 4,285 | 299,305 | | Richard B. Clark(4) | 19,049 | 41,516 | -0- | -0- | -0- | 807 | 61,372 | | Jon A. Grove(4) | 109,230 | 199,755 | -0- | -0- | -0- | 1,088 | 310,073 | | Mary Ann King(4) | 80,000 | 165,583 | -0- | -0- | -0- | 11,160 | 256,743 | | James D. Klingbeil(4)(5) (retired director) | 120,000 | 199,038 | -0- | -0- | -0- | 13,948 | 332,986 | | Clint D. McDonnough(6) (retired director) | 80,000 | 175,422 | -0- | -0- | -0- | 7,972 | 263,394 | | Robert A. McNamara | 95,000 | 200,019 | -0- | -0- | -0- | 7,972 | 302,991 | | Diane M. Morefield | 95,000 | 175,422 | -0- | -0- | -0- | 7,972 | 278,394 | | Kevin C. Nickelberry(4) | 80,000 | 165,583 | -0- | -0- | -0- | 11,160 | 256,743 | | Mark R. Patterson | 80,000 | 175,422 | -0- | -0- | -0- | 7,972 | 263,394 | | Thomas W. Toomey(7) | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
Director Compensation Table
| (1) The dollar amount reflected in the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of a grant of shares of restricted stock, stock options, Class 1 LTIP Units or Class 1 Performance LTIP Units, which vested on the first anniversary date of the grant, as discussed below under “Director Compensation Table Discussion.” For those independent directors who elected to receive restricted stock, the amount of restricted stock was 4,703 shares (5,408 shares for an independent Chairman of the Board), which was priced at $42.53 per share, which was the closing sales price of our common stock on January 2, 2025, the date of grant. For those independent directors who elected to receive stock options, the number of shares to which such options related was 19,802 (22,772 for an independent Chairman of the Board), which was priced at $10.10 per option, which was the fair value on January 2, 2025, the date of grant, with an exercise price of $42.53 per share. For those independent directors who elected to receive Class 1 LTIP Units, the amount was 4,703 units (5,408 units for an independent Chairman of the Board), which was priced at $42.53 per unit, which was the closing sales price of our common stock on January 2, 2025, the date of grant. For those independent directors who elected to receive Class 1 Performance LTIP Units, the amount was 21,097 units (24,262 units for an independent Chairman of the Board), which was priced at $9.48 per unit, which was the fair value on January 2, 2025, the date of grant, with a strike price of $42.53 per unit upon exercise. |
Director Compensation Table
| (2) The following table sets forth the unvested restricted stock awards, option awards, Class 1 LTIP Unit awards, and Class 1 Performance LTIP Unit awards outstanding as of December 31, 2025, for each of our independent directors. Mr. Toomey’s holdings are set forth under the heading “Executive Compensation” in this proxy statement. The restrictions relating to these awards are described in more detail below under the heading “Director Compensation Table Discussion — 2025 Director Compensation Program.” |
Director Compensation Table
| | Restricted Stock | LTIP Unit or Performance | Option Awards | | Director | Awards Outstanding* | Unit Awards Outstanding* | Outstanding* | | Katherine A. Cattanach | 2,528 | -0- | 10,644 | | Richard B. Clark | -0- | 1,898 | -0- | | Jon A. Grove | -0- | 34,661 | -0- | | Mary Ann King | -0- | 6,584 | -0- | | James D. Klingbeil (retired director) | -0- | 8,229 | -0- | | Clint D. McDonnough (retired director) | -0- | 4,703 | -0- | | Robert A. McNamara | 4,703 | -0- | -0- | | Diane M. Morefield | -0- | 4,703 | -0- | | Kevin C. Nickelberry | -0- | 6,584 | -0- | | Mark R. Patterson | -0- | 4,703 | -0- |
Director Compensation Table
* Restricted Stock, LTIP Unit, Performance Unit, or Option awards that were granted on January 2, 2026, pursuant to our 2026 independent director compensation program are not included in this table.
Director Compensation Table
| (3) The dollar amount in this column includes dividends on all outstanding stock awards. |
Director Compensation Table
| 2026 Proxy Statement | | 62 |
Director Compensation Table
| (4) These directors elected to receive all or some of their cash portion of the fees in Class 1 LTIP Units and/or Class 1 Performance LTIP Units, as follows: Mr. Clark received 448 Class 1 LTIP Units, Mr. Grove received 11,522 Class 1 Performance LTIP Units, Ms. King received 1,881 Class 1 LTIP Units, Mr. Klingbeil received 2,822 Class 1 LTIP Units, and Mr. Nickelberry received 1,881 Class 1 LTIP Units. |
Director Compensation Table
| (5) Mr. Klingbeil elected not to stand for re-election at the annual meeting and his term ended May 15, 2025. |
Director Compensation Table
| (6) Mr. McDonnough retired and resigned as a director of the Company on July 31, 2025. |
Director Compensation Table
| (7) Mr. Toomey is our Chairman, President and Chief Executive Officer. Because he is an employee of the Company, he receives no additional compensation for service as a director of the Company. His total compensation for 2025 is set forth below under the heading “Executive Compensation.” |
Director Compensation Table Discussion
Director Compensation Table Discussion Our compensation program for independent directors is designed to attract and retain highly qualified board members who can work with senior management to establish key strategic goals in support of long-term shareholder value creation. The program consists of a combination of a cash retainer fee and a grant of equity awards. Total compensation was targeted to be competitive with the median level of a diversified group of public REITs. The compensation program was set at competitive levels in recognition of the time commitments and responsibility levels associated with serving on public company boards within the current environment. The Compensation Committee reviews our independent director compensation annually to ensure that we are competitive and to allow us to recruit and retain qualified candidates to serve as directors of the Company. The Compensation Committee utilizes FPL to assist the Compensation Committee in reviewing and assessing our independent director compensation program and both a benchmarking study prepared by FPL and other industry data in determining director compensation.
Highlights of 2025 Performance and Impact on Executive Compensation
| Earnings and Dividend ● Generated the second highest FFOA per share growth among our peer group. ● Our dividend paid in February 2026 (for the fourth quarter of 2025) was our 213th consecutive dividend paid and our annualized dividend for 2025 increased by 1.2% over 2024. | Operations ● Generated the second highest same-store NOI growth among our peer group. ● Constrained same-store expense growth to 2.6%, below the Company’s long-term average, driven by innovation and continued operating efficiencies. ● Further improved the UDR customer experience which resulted in annualized resident turnover of 38.5%, representing the lowest (best) results in our Company’s history and reflecting the most improvement amongst our apartment peer group since the beginning of 2023. | | Capital ● Investment-grade rated balance sheet with the lowest cost of debt in the sector at 3.4% and best liquidity profile with only 21% of debt maturing through 2028(1). ● Grew the Company through completing two acquisitions for $330 million with a total of 884 apartment homes. ● Expanded our joint venture with LaSalle to $850 million by contributing four apartment communities with a total of 974 apartment homes. ● Sold 2 properties in the greater New York metro area for $211.5 million in early 2025. ● Reinvested more than $200 million into our portfolio including in areas such as redevelopment, NOI enhancing projects, and sustainability enhancing projects at attractive returns. ● Repurchased approximately $118 million of common shares at a greater than 20% discount to consensus net asset value. | CORPORATE RESPONSIBILITY ● Named the 2025 Top Workplaces winner in the Real Estate Industry by Energage. ● Named a 2025 USA Today Top Workplace. ● Recognized as a 2025 Top Regional Workplace by the Denver Post and won culture Excellence Awards across Employee Appreciation, Innovation, Purpose and Values, Work-Life Flexibility, and Compensation and Benefits. ● Reduced annualized associate turnover to 19%, outperforming the industry average of 34%. ● Earned a maximum score in Social Responsibility and a near maximum score in Corporate Governance from GRESB. ● Earned Most Honored Company among large-capitalization REITs in the 2025 Extel All-American Executive survey(2), including the top-rated CEO, Board, IR Team, and Sustainability Program. |
Components of 2025 Compensation
Components of 2025 Compensation The mix, level, weighting of various metrics and structure of the components of our named executive officers’ compensation generally reflect real estate industry practices, as well as the executive’s role and relative impact on business results consistent with our variable pay-for-performance philosophy. The mix of compensation elements for our named executive officers places relatively greater emphasis on at-risk, variable performance-based incentive compensation, as compared with the median mix of compensation elements for the companies in our peer group (86% vs 62% for our peer group, based on a review of 2025 peer group proxy statements). As an executive officer’s level of responsibility increases consistent with his or her relative ability to impact the long-term performance of the Company as a whole, a greater portion of the named executive officer’s compensation is based on long-term and short-term performance-based incentive compensation and less on base salary, thereby creating the potential for greater variability in the individual’s compensation level from year to year. The key components of our named executive officers’ compensation, base salary, short-term incentive compensation, and long-term incentive compensation, are described in more detail in the following table.
Components of 2025 Compensation
| | Fixed | | Variable | | | | | Base Salary | + | Short-Term Incentive (STI) | + | Long-Term Incentive (LTI) | | what | Cash | | Cash or Equity (decision made by executive in prior year) | | Equity | | when | Annually | | Granted annually, generally determined in February of the year following the end of the performance period | | Granted annually, generally determined in February of the year following the end of the applicable performance period | | how | ● The Compensation Committee annually reviews and determines the base salary of our named executive officers in consultation with our CEO. ● The considerations in setting base salary include: qualifications, experience level, competitive market for qualified executives and tenure. ● Performance Period: Continuous. | | ● The metrics and the threshold, target and maximum dollar amounts for short-term incentive compensation are established prior to the beginning of each year and are intended to drive performance in areas that further our strategic objectives. The value of the award is paid in February of the following year based upon an evaluation of achievement of goals established at the time the targets are set. ● Short-term incentive compensation is based on pre-determined weighting between Company performance (70%) and individual performance (30%). The relative metrics and weightings are determined based on the extent to which a particular executive officer has responsibility for and influence over overall Company performance. ● Performance Period: 1 year. | | ● The metrics used are selected to encourage our named executive officers to act in furtherance of our strategic objectives. ● Equity awards may consist of one or a combination of any of the following: restricted stock units; LTIP Units (including Performance LTIP Units); and stock options. ● 100% Company performance metrics – no time based vesting. ● 70% of awards are based on relative performance metrics. ● Performance Period: 3 years for 70% of Award; 1 year for 30% of Award (with a 2 year vesting period). | | why | Designed to reward individual effort associated with job-related duties and to attract and retain talented executive officers for our Company. | | Designed to encourage outstanding individual and Company performance by motivating the named executive officers to achieve Company and individual goals that support long-term value creation by rewarding performance measured against key annual strategic objectives and, for the CEO, using the independent directors’ evaluation of the CEO’s performance towards achieving Company goals that support long-term value creation. | | Our LTI compensation is designed to closely align the interests of our management with the creation of shareholder value, to motivate our management to achieve the long-term growth and success of our Company and to foster significant ownership of our common stock. LTI compensation is the most significant component of each named executive officer’s compensation. |
Overview of 2025 Compensation Decisions/Changes to Compensation Program
Overview of 2025 Compensation Decisions/Changes to Compensation Program In 2024 and 2025, we actively engaged with the governance or stewardship departments representing 51% of our outstanding common stock. The feedback we received was overwhelmingly positive, and in part as a result of these constructive conversations, we modified our short-term incentive compensation metrics to remove the previous GRESB percentile metric as a standalone metric and replaced it with a Sustainability Index metric. While retaining the GRESB relative percentile metric as a component, the Sustainability Index also adds submetrics to measure and reward our public disclosure around sustainability versus other real estate companies, our progress in qualifying for and obtaining green building certifications for both new developments and existing buildings, our progress in understanding the decarbonization potential of our assets, our progress in developing and advancing a plan to reduce our Scope 1, 2, and 3 greenhouse gas emissions, and our efforts to source vendors who advance our sustainability efforts. In addition, we replaced our Associate Engagement and DEI metric with a Health of the Workforce metric to simplify the metric while at the same time focusing efforts on our associates and culture. The Health of the Workforce metric includes submetrics measuring the number of females and other individuals of under represented populations considered for open positions, training compliance rates, our pulse survey scores, and our associate turnover rate. In addition, the weightings of components of other metrics were adjusted when compared to our 2024 program to reflect factual changes. For the Transaction Index metric, the component weightings were adjusted to 70% transaction volume and 30% transaction NOI, which were 60% and 40%, respectively in 2024. For the Operations Index metric, the component weightings were adjusted to 40% same-store market wins, 30% same-store revenue growth rank, and 30% same-store expense growth rank, which were 50%, 25%, and 25% respectively in 2024. For 2025 we retained the metrics of our short-term incentive compensation program that are measured relative to our apartment peers as the Compensation Committee believes these relative metrics help to drive outperformance versus our peers increasing alignment with our shareholders. The metrics used for the 2025 STI and their relationship to the creation of value are as follows:
Overview of 2025 Compensation Decisions/Changes to Compensation Program
| FFO as Adjusted per Share Proven correlation with long-term value creation and relative TSR and growing FFO as Adjusted per Share promotes dividend growth. | Transactions Index Consists of transaction volume (70%) and acquisition and development performance (measured by NOI versus our budget) (30%) – rewards completion of transactions and efforts to increase NOI that are accretive to FFOA and thus the Company and our shareholders. | | Operations Index Consists of same-store market wins (revenue at or above apartment peer median) (40%), same-store revenue growth rank versus apartment peers (30%) and same-store expense growth rank versus peers (30%) – executing our operating plan should lead to long-term outperformance. | Sustainability Index Includes GRESB relative percentile performance – incentivizing outperformance against other real estate companies. Also includes the Company’s progress on sustainability disclosures, green building certifications, asset decarbonization assessment, Scope 1, 2, and 3 greenhouse gas reduction planning, and sustainability-focused vendor engagement – incentivizing specific sustainability behaviors and results that help benefit our stakeholders. | | Health of the Workforce Measures the health of our workforce, which is important to help meet the needs of our residents and drive our innovative culture and results, using a multifactor framework that includes the composition of the candidate pools considered for open positions to incentivize activity that increases diversity of thought of our associate population and strengthens connections to our residents, training compliance rates to support safety and knowledge development, associate pulse survey results to incentivize increasing associate engagement, productivity, and work quality and reduce associate turnover, and associate turnover metrics to incentivize decreasing turnover and therefore reduce costs associated with loss of institutional knowledge. | |
Our Compensation Best Practices
| What We Do ● Provide a significant portion of our named executive officers’ total compensation in the form of awards tied to our long-term strategy and our performance relative to key business and personal objectives and performance versus our peers as measured by a diverse set of metrics. ● Require compliance with our Executive Stock Ownership Guidelines, which require that our executive officers own a specified number of shares of the Company’s common stock (110,000 shares for the Chairman and Chief Executive Officer and President, 50,000 for any Executive Vice President and 20,000 for any Senior Vice President). ● Have a Policy on Recoupment of Performance-Based Incentives, which complies with the requirements of the New York Stock Exchange and the U.S. Securities and Exchange Commission and applies to all our named executive officers. ● Have a Compensation Committee comprised entirely of independent directors that has retained its own independent compensation advisor. ● Have a Compensation Committee that reviews external market considerations, as well as internal considerations and the long-term interests of our shareholders, when making compensation decisions. ● Have the ongoing consideration and oversight by the Compensation Committee with respect to any potential risks associated with our incentive compensation programs. ● Have a “double trigger” change of control provision and no awards are outstanding to which the legacy “single trigger” provision applies. | What We Don’t Do ● Permit any Company personnel, which includes directors, officers and all other employees of the Company, to engage in any short-term, speculative securities transactions, engage in short sales, buying or selling put or call options, trading in options (other than those granted by the Company) or engaging in hedging transactions. ● Permit purchasing securities on margin or pledging securities as collateral without prior approval. ● Provide tax gross-ups for our named executive officers annually for incentive compensation. ● Grant only time-vested restricted stock, restricted stock units, LTIP Units (including Performance LTIP Units), options or other equity awards to our named executive officers as part of our long-term incentive compensation program, other than in limited circumstances such as the appointment of a new executive officer or to recognize extraordinary achievements. ● Time the grants of restricted stock, restricted stock units, LTIP Units (including Performance LTIP Units), options or other equity awards to coordinate with the release of material non-public information, or time the release of material non-public information for the purpose of affecting the value of any named executive officer compensation. ● Make one-time or special awards to our named executive officers other than in connection with the appointment of a new named executive officer or other special circumstances. |
Our Business and Our Compensation Philosophy
Our Compensation Committee determines the form and amount of compensation, as well as the overall structure of our executive compensation program. The compensation of our “named executive officers,” who are identified above, is comprised of a mix of base salary, short-term incentive compensation and long-term incentive compensation and is determined by both the named executive officer’s individual performance and the Company’s overall performance. The composition of our named executive officers’ compensation is determined based on the consideration of a number of factors described in more detail below, including a periodic review of relevant comparative market information and alignment of strategic and tactical objectives agreed upon by the board. The Compensation Committee believes that the application of its collective experiences and judgment is as important to excellence in compensation as the use of data and formulae, and the Company’s compensation policies and practices as described herein reflect this belief. Market data provides an important tool for analysis and decision-making; however, the Compensation Committee also gives consideration and emphasis to an individual’s personal contributions to the organization, as well as his or her skill sets, qualifications and experience. We also value and seek to reward performance that develops talent within the Company, embraces the sense of innovation that distinguishes the Company, and demonstrates the qualities of imagination and drive that enables our executives to address both longer-term challenges as well as important new issues. These and similar qualities and attributes are not easily correlated to typical compensation data, but also deserve and are given consideration and weight in reaching compensation decisions. Under our executive compensation program, as an executive officer’s level of responsibility increases with his or her relative ability to impact the long-term performance of the Company as a whole, a greater portion of that executive officer’s compensation is based on performance-based incentive compensation, a greater portion is based on long-term incentive compensation, and a lesser portion is based on base salary, thereby creating the potential for greater variability in the executive officer’s compensation level from year to year and a strong alignment with stakeholder interests. The mix, level, and weighting of various metrics and structure of the components of compensation generally reflect the executive officer’s role and relative impact on business results as well as competitive market practices. Our 2025 absolute performance, our 2025 performance relative to our peers (relative metrics make up 70% of our long-term incentive plan and a number of our short-term incentive plan metrics, increasing alignment with shareholders), the individual performance of our named executive officers, including their contributions toward the achievements outlined below, all served as key factors in determining compensation for 2025. Prior to our 2024 annual meeting, Institutional Shareholder Services (“ISS”) recommended voting against our advisory vote on the compensation of our named executive officers. One issue ISS raised with respect to our compensation program was that the absolute FFOA per share over a one-year period metric in our long-term incentive compensation program overlaps with the same metric in our short-term compensation program. Relatedly, with respect to awards based on the performance of the one-year FFOA per share metric for the long-term compensation program, ISS raised a concern that vesting occurs over a two-year period. In response to ISS’s recommendation and in addition to our normal shareholder engagement efforts, we engaged with a number of our shareholders specifically to discuss the recommendation. As part of our shareholder engagement prior to our 2024 annual meeting and continuing into 2025, we addressed these issues with our shareholders. While the majority of the shareholders we engaged with did not agree with ISS’s position and in general supported our compensation program, we nevertheless considered how we might continue to improve shareholder confidence in our executive compensation program based on the ISS feedback and shareholder engagement results. The results of this engagement were shared with the Compensation Committee and were considered in connection with our 2025 compensation programs. The Compensation Committee believes that FFOA per share is a critical and core metric used by shareholders to measure the overall earnings power and performance of REITs and is thus an important driver of TSR and shareholder value creation. Therefore, it is appropriate to include FFOA per share in both the short-term and long-term programs. At the same time, the Compensation Committee understands that some investors believe that, with respect to long-term incentive plans, only metrics with performance periods of at least three years should be utilized. Absolute FFOA per share is difficult to forecast over an extended period. Given the importance of FFOA per share and the challenges of forecasting it over an extended period, the Compensation Committee has chosen to include the metric in our programs but also balance this by including a relative FFOA per share growth metric with a three-year performance period in our long-term compensation program. For the 2025-2027 and 2026-2028 long-term incentive compensation programs, the percentage of this metric was raised to 20% of the entire target award, versus 15% in the 2024-2026 program, to increase the influence of our FFOA per share growth rate on total long-term incentive compensation. In addition, a number of peer group members use time-based vesting in their long-term compensation programs. The Compensation Committee believes that including the one-year FFOA per share metric with vesting over an extended two-year period creates better alignment between our shareholders and our named executive officers than time-based vesting would, providing another reason for its inclusion.
Executive Compensation Decision-Making Process
| Compensation Committee | Compensation Consultants | Management | | Our Compensation Committee is composed entirely of independent directors and is responsible for developing and administering compensation programs for: (1) our directors, (2) executive officers, including base salaries and short-term and long-term incentive compensation plans, and (3) all long-term incentive compensation plans for our associates. The board meets each year in executive session to discuss each individual director’s evaluation of the CEO. After the board meets, the members of the Compensation Committee meet each year in executive session, without the CEO present, to evaluate the performance of our CEO. When evaluating the performance of our CEO, the Compensation Committee considers, among other inputs, evaluations of our CEO that are provided by the members of the board. Our CEO makes recommendations to, and consults with, the Compensation Committee with respect to the compensation for the executive officers who report directly to our CEO. The Compensation Committee, in consultation with our CEO, each year sets the compensation for these executive officers and approves salary ranges for other executive officers. | The Compensation Committee has the sole authority to retain and terminate any compensation consultants to be used to assist in establishing compensation for our executive officers and to approve such consultants’ fees and other retention terms. The Compensation Committee selected FPL to serve as the Compensation Committee’s independent compensation consultant for 2025. FPL reports directly to the Compensation Committee and the Compensation Committee is free to replace FPL or to hire additional consultants from time to time. FPL does not have any conflict of interest with the Company, the members of the Compensation Committee or our executive officers. As part of its engagement, FPL provided the Compensation Committee and our CEO with, among other things, analyses regarding market pay and composition of pay, which the Compensation Committee considered as part of its analysis of the compensation of our named executive officers. In addition, FPL reviewed the competitiveness of the pay levels of our named executive officers against pay levels for the diversified public REIT peer group. FPL also assists the Compensation Committee with respect to director compensation. For this engagement, we paid FPL $85,000 in fees in 2025. In addition, in 2025 the Board engaged FPL or its affiliates to conduct director candidate searches in connection with our Board Refreshment Policy and to provide advice to the Board on executive succession planning. For these additional services approved by the Board, we paid FPL an aggregate of $255,997 in fees in 2025. | Members of executive management make suggestions to our Compensation Committee regarding performance of associates below the named executive officer level as well as suggestions regarding compensation (including benefits) that may appeal to our associates to assist the Compensation Committee. |
Consideration of Market Data
Consideration of Market Data Consistent with the Company’s goal to provide compensation that remains competitive, the Compensation Committee considers the executive compensation practices of companies in a peer group selected in consultation with FPL as one of several factors used in setting compensation. The Compensation Committee does not target a specific percentile range within the peer group when determining a named executive officer’s compensation. Instead, the Compensation Committee uses the market data provided by the peer group as one of several reference points useful for determining the form and amount of compensation. The Compensation Committee reviews the peer group annually. The companies comprising the peer group must be publicly traded REITs based in the United States and of a size and equity market capitalization that are comparable to UDR.
Consideration of Market Data
| 2026 Proxy Statement | | 73 |
Consideration of Market Data
For 2025, the peer group, which we refer to herein as either the “diversified public REIT peer group” or the “peer group,” included the companies listed in the table below. The companies listed below consist of five apartment REITs and ten comparably-sized REITs in other property sectors, recognizing that UDR competes with all REITs for executive talent and capital. For 2025, Medical Properties Trust was removed from the peer group and Host Hotels & Resorts, Inc. and Regency Centers Corporation were added because of market capitalization changes.
Consideration of Market Data
| | | Equity Market | | | | | | | Capitalization | Enterprise Value | 2025 Fiscal | | | | | December 31, | December 31, | Year End | NAREIT | | | NYSE | 2025(1) | 2025(1) | Total Assets | Property | | Peer Group Company | Symbol | (In millions) | (In millions) | (In millions) | Sector | | American Homes 4 Rent | AMH | $12,604 | $17,290 | $13,242 | Residential | | AvalonBay Communities Inc. | AVB | $26,248 | $34,820 | $22,192 | Apartments | | BXP, Inc. | BXP | $13,194 | $29,603 | $26,166 | Office | | Camden Property Trust | CPT | $12,028 | $15,732 | $9,043 | Apartments | | CubeSmart | CUBE | $8,339 | $11,718 | $6,643 | Storage | | Equity Residential | EQR | $25,027 | $33,691 | $20,746 | Apartments | | Essex Property Trust, Inc. | ESS | $17,057 | $23,696 | $13,159 | Apartments | | Extra Space Storage | EXR | $29,697 | $43,246 | $29,264 | Storage | | Healthpeak Properties, Inc. | DOC | $11,843 | $21,116 | $20,336 | Healthcare | | Host Hotels & Resorts, Inc. | HST | $12,377 | $17,481 | $13,049 | Hotels | | Invitation Homes Inc. | INVH | $17,075 | $24,991 | $18,680 | Residential | | Kimco Realty Corporation | KIM | $13,890 | $22,100 | $19,688 | Retail | | Mid-America Apartment Communities, Inc. | MAA | $16,430 | $21,606 | $11,975 | Apartments | | Regency Centers Corporation | REG | $12,850 | $18,391 | $13,001 | Retail | | Sun Communities, Inc. | SUI | $15,754 | $18,897 | $12,523 | Residential | | Peer Average | | $16,294 | $23,625 | $16,647 | | | Peer Median | | $13,890 | $21,606 | $13,242 | | | UDR | | $12,977 | $19,865 | $10,606 | | | UDR Rank (out of 16) | | 10 | 10 | 14 | |
Consideration of Market Data
| (1) Equity Market Capitalization and Enterprise Value based upon data from BMO Capital Markets as of December 31, 2025, except for UDR which is calculated internally. |
Consideration of Market Data
Advisory Vote on Executive Compensation At the 2025 annual meeting of shareholders, the shareholders approved, on an advisory basis, the compensation of our named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC, with 93.38% of votes cast voted in favor of the resolution. This result represented an increase from 2024 when 81.54% of our shareholders supported the compensation of our named executive officers. While the vote on the compensation of our named executive officers is advisory, and therefore not binding on the Company, our board and our Compensation Committee value the opinions of our shareholders and, to the extent there is any significant vote against the named executive officer compensation, we will consider our shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. As described above, we also make changes to our compensation programs based on stakeholder feedback received other than through the vote on compensation. At our 2023 annual meeting, we conducted an advisory vote on the frequency of our advisory votes on executive compensation. Through that vote, our shareholders expressed a preference for an annual advisory vote on executive compensation, with 98.3% of votes cast in favor of an annual advisory vote on executive compensation. We have determined that our shareholders should cast an advisory vote on the compensation of our named executive officers on an annual basis. Accordingly, our board recommends that you vote “FOR” Proposal No. 2 at the annual meeting. For more information, see “Proposal No. 2 Advisory Vote on Executive Compensation”.
Consideration of Market Data
| 2026 Proxy Statement | | 74 |
Short-Term Incentive Compensation
Short-Term Incentive Compensation 2025 Short-Term Incentive Compensation
Short-Term Incentive Compensation
| Performance Metrics | Definition | How Our Performance Metrics Are Tied to Our Strategy | | FFO as Adjusted per share | An absolute measure of our FFOA per share for the performance period measured against a pre-determined range. | Increasing FFOA per share should drive increases in our dividend and TSR and thus provide value to our shareholders. Success in execution of each of our strategic objectives will drive increases in FFOA per share. | | Transactions Index | An index consisting of two metrics; transaction volume measured as the sum of total acquisitions of operating assets and development land, development and redevelopment spend, dispositions and equity issuances and stock buy-backs versus the total transactions budget for the year weighted at 70% and net operating income during the year from non-mature assets acquired and developments delivered versus budget weighted at 30%. | Each transaction we enter into is designed to drive FFOA per share accretion as well as expand, improve and diversify our portfolio - increasing our portfolio diversification and expand our cash flow. Measuring each submetric against the business plan set prior to the beginning of the performance period adds to management accountability for meeting the business plan and helps to provide value to our shareholders. | | Operations Index | An index consisting of weighted metrics – same store wins (the percentage of markets in which our revenue is at or above the median of our apartment peers who are in the market), 40%, same-store revenue growth versus our apartment peers, 30%, and same-store expense growth rank versus our apartment peers, 30%. | Drives our strategic objective of operational excellence as well as financial results. Each submetric is intended to individually measure a component that drives our operational performance to help ensure the correct focus and is measured relative to our apartment peers increasing alignment with our shareholders. | | Sustainability Index | An index of key metrics to align our sustainability strategy, including GRESB total score, GRESB public disclosure score, green building certifications, decarbonization assessments, Scope 1, 2 and 3 greenhouse gas reduction planning, and third party sustainability engagement. | Drives performance with respect to our culture and our sustainability strategic objectives and benefits all stakeholders. Includes a GRESB percentile performance metric measured on a relative basis, incentivizing outperformance against other real estate companies, and submetrics incentivizing specific sustainability behaviors and results. |
Short-Term Incentive Compensation
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Short-Term Incentive Compensation
| Health of the Workforce | Calculated based on a composite “health of the workforce” score is comprised of ratings related to the composition of the candidate pools considered for open positions, training compliance rates, associate pulse survey results, and associate turnover metrics. | Drives performance with respect to our culture while creating a feedback loop that supports positive outcomes for our residents and associates. The subcomponents were selected because they measure specific performance against preset objective goals and are driven by direct responses and outcomes from associates or residents. | | Subjective Determination | Determined by the Compensation Committee, in consultation with our President and Chief Executive Officer, based on achievement of performance goals for each executive set before the beginning of the year and the performance of the specific executive against the goals and generally for the year. | Drives performance with respect to individualized goals for each executive chosen to support specific outcomes designed to benefit our business and, thus, our stakeholders. The performance goals for each executive approved by the Compensation Committee are unique for each executive and may be specific to the individual or relate to the department(s) that the executive is responsible for leading. |
Short-Term Incentive Compensation
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Short-Term Incentive Compensation
Our short-term incentive compensation awards for 2025 were based on pre-determined weightings between Company performance and individual performance. Company performance (as measured by the applicable metrics) was weighted more heavily (70%) than individual performance (30%) and the metrics applied to each named executive were based on the extent to which a particular named executive officer has responsibility for, and influence over, the overall performance of the Company. As discussed above, each of the metrics in our short-term incentive program is intended to incentivize performance that drives one or more of our core strategic objectives and, in turn, create long term value while at the same time simplifying the program. With respect to the 30% of the short-term compensation awards based on individual performance, such awards, while subject to the discretion of the Compensation Committee, are based on the achievement of performance goals set for each named executive prior to the beginning of the year based on individual roles. 2025 Results The Company’s 2025 performance, as measured by the performance metrics utilized for determining short-term incentive compensation for the named executive officers, was as follows:
Short-Term Incentive Compensation
| Performance Measure | Threshold (50% Payout) | Target (100% Payout) | | | Maximum (200% Payout) | Performance Relative to Target | Performance as % of Target | | FFO as Adjusted per share | | | | | Actual: $2.54 I | á | 180% | | | $2.45 | | $2.50 | | $2.55 | | | | Transactions Index | | Actual: 144% I | | | | á | 144% | | | 50% | | 100% | | 200% | | | | Operations Index | | Actual: 140% I | | | | á | 140% | | | 50% | | 100% | | 200% | | | | Sustainability Index | | Actual: 7% I | | | | á | 200% | | | 2 | | 4 | | 7 | | | | Health of the Workforce | | | | Actual: 4.2 I | | á | 200% | | | 3.5 | | 3.8 | | 4.1 | | |
Short-Term Incentive Compensation
The table below sets forth the percentage each of the STI metrics is weighted when determining the portion of short-term incentive compensation for each of our named executive officers, determined by reference to the objective Company metrics. Each percentage is determined by the Compensation Committee prior to the beginning of the performance period taking into account the influence each executive has with respect to performance of each metric while recognizing that each executive also has an impact with respect to each metric.
Short-Term Incentive Compensation
| | Mr. Toomey | Mr. Bragg | Mr. Lacy | Mr. Benson | | FFOA as Adjusted per share | 30% | 30% | 30% | 30% | | Transactions Index | 15% | 25% | 10% | 25% | | Operations Index | 35% | 25% | 40% | 25% | | Sustainability Index | 10% | 10% | 10% | 10% | | Health of the Workforce | 10% | 10% | 10% | 10% |
Short-Term Incentive Compensation
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Short-Term Incentive Compensation
NEO Short-Term Incentive Compensation Decisions
Short-Term Incentive Compensation
| Thomas W. Toomey Chairman, President and Chief Executive Officer | | | | | | | | In evaluating Mr. Toomey’s 2025 compensation, the Compensation Committee considered Mr. Toomey’s accomplishment of these goals. | | | | | | | Company Performance (70%) | + | Individual Performance (30%) | = | Pay Decisions | | | In February 2026, the Compensation Committee awarded Mr. Toomey short-term incentive compensation in the amount of $3,680,000 for fiscal 2025, based on the Company’s performance against the annual performance metrics and his individual performance. Of the total amount, $2,420,000 was attributable to the Company’s performance against the annual performance metrics and the remainder was attributable to Mr. Toomey’s individual performance. In October 2024, Mr. Toomey elected to receive his short-term incentive compensation for 2025 50% in Restricted Stock Units and 50% in Class 2 LTIP Units. | | | | |
Short-Term Incentive Compensation
The Compensation Committee established the following range for Mr. Toomey’s 2025 short-term incentive compensation:
Short-Term Incentive Compensation
| | Threshold | Target | Maximum | | Components | | | | | Company (70%) | $735,000 | $1,470,000 | $2,940,000 | | Individual (30%) | $315,000 | $630,000 | $1,260,000 | | Total | $1,050,000 | $2,100,000 | $4,200,000 |
Short-Term Incentive Compensation
| ● | with 70% based on the Company’s performance as measured by all of the annual performance metrics that were weighted as described above, and |
Short-Term Incentive Compensation
| ● | the remaining 30% based on his individual performance against the board-approved leadership competencies and key performance objectives. |
Short-Term Incentive Compensation
The Compensation Committee determined that the above-referenced amounts were consistent with the target short-term incentive compensation as a percentage of overall compensation for the CEO position, and these amounts provide a market competitive level of compensation for the CEO. The Compensation Committee also made a subjective determination that these amounts were appropriate to motivate Mr. Toomey to achieve short-term Company and individual goals and to help ensure Mr. Toomey’s continued service with the Company. Mr. Toomey’s individual goals for 2025, which were factored into the 30% of the award based on individual performance, were as follows:
Short-Term Incentive Compensation
| ● | Set the vision for the Company – develop and articulate a clear, concise vision for UDR that constitutes a sound, understandable business proposition, |
Short-Term Incentive Compensation
| ● | Strategic planning – formulate effective strategies that are consistent with our business plan and our current strategic plan and that take a long-term perspective while, at the same time, take into account and anticipate potential opportunities or threats – our success with innovation is a direct result of such strategic planning, |
Short-Term Incentive Compensation
| ● | Leadership – create and sustain an organizational culture across the Company that is inclusive and that drives high performance and high morale - our all-time low associate turnover rate in 2025 is evidence of successful efforts in this area, |
Short-Term Incentive Compensation
| ● | Management team development – work with senior management and the board to develop skill sets and paths of progression in order to have the correct individuals in place to help execute the Company’s strategies and improve the enterprise now and in the future, |
Short-Term Incentive Compensation
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Short-Term Incentive Compensation
| ● | Communication – effectively communicate our results, guidance, plans, and vision, as applicable, to all stakeholders including our associates and our shareholders – the responses we have received from our quarterly pulse surveys and the high ranking of our board and our Chief Executive Officer, Chief Financial Officer, and investor relations team in institutional investor surveys both in 2025 and historically evidence success in this area, and |
Short-Term Incentive Compensation
| ● | Board relations – work with the board to ensure that it is fully informed and has the information necessary to perform its role and satisfy its duties as well as working with the board and the Nominating and Governance Committee with respect to ongoing board refreshment efforts. |
Short-Term Incentive Compensation
| Components | | | Company (70%) | $2,420,000 | | Individual (30%) | $1,260,000 | | Total | $3,680,000 |
Short-Term Incentive Compensation
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Short-Term Incentive Compensation
| DAVID D. BRAGG SENIOR VICE PRESIDENT — CHIEF FINANCIAL OFFICER | | | | | | | | In evaluating Mr. Bragg’s 2025 compensation, the Compensation Committee considered Mr. Bragg’s accomplishment of these goals | | | | | | | Company Performance (70%) | + | Individual Performance (30%) | = | Pay Decisions | | | In February 2026, the Compensation Committee awarded Mr. Bragg short-term incentive compensation in the total amount of $582,000 for fiscal 2025, based on the Company’s performance against the annual performance metrics, and his individual performance. Of the total amount, $382,000 was attributable to the Company’s performance against the annual performance metrics and the remainder was attributable to Mr. Bragg’s individual performance. Mr. Bragg’s 2025 short-term incentive compensation award was prorated to reflect that he commenced employment in July 2025. At the time of his commencement of employment, Mr. Bragg elected to receive 100% of his short-term incentive compensation for 2025 in cash. | | | | |
Short-Term Incentive Compensation
The Compensation Committee established a range for Mr. Bragg’s prorated 2025 short-term incentive compensation, as follows:
Short-Term Incentive Compensation
| | Threshold | Target | Maximum | | Components | | | | | Company (70%) | $115,788 | $231,575 | $463,151 | | Individual (30%) | $49,623 | $99,247 | $198,493 | | Total | $165,411 | $330,822 | $661,644 |
Short-Term Incentive Compensation
| ● | with 70% based on the Company’s performance as measured by all of the annual performance metrics that were weighted as described above, and |
Short-Term Incentive Compensation
| ● | 30% based on his individual performance. |
Short-Term Incentive Compensation
The Compensation Committee, in consultation with our CEO, determined that these amounts were consistent with the target short-term incentive compensation as a percentage of overall compensation for the Senior Vice President – Chief Financial Officer position, and these amounts provide a market competitive level of compensation for the Senior Vice President – Chief Financial Officer. The Compensation Committee, in consultation with our CEO, also made a subjective determination that these amounts were appropriate to motivate Mr. Bragg to achieve short-term Company and individual goals and to help ensure Mr. Bragg’s continued service with the Company. The Compensation Committee, in consultation with our CEO, considered Mr. Bragg’s individual performance in 2025 in part based on the following accomplishments Mr. Bragg achieved after joining the Company in July 2025:
Short-Term Incentive Compensation
| ● | Leadership – successfully transitioned into the role of Chief Financial Officer, while maintaining a close, highly collaborative partnership with our CEO on all significant financial and strategic matters, |
Short-Term Incentive Compensation
| ● | Financial oversight and organizational integration – provided financial leadership that strengthened alignment and collaboration across the finance, operations, and investment teams and supported improved enterprise-wide execution and accountability, |
Short-Term Incentive Compensation
| ● | Capital allocation and portfolio value creation – served as Chair of the Capital Committee, providing leadership through oversight, coordination, and strategic decision-making for capital decisions to optimize both financial and human resources. Achieved improved outcomes by advancing the Company’s redevelopment strategy, enhancing the effectiveness of NOI-focused capital investments, and refining the asset disposition process to be more collaborative and data-driven, |
Short-Term Incentive Compensation
| ● | Financial analytics and strategic decision support – drove meaningful progress in the Company’s data analytics and financial insight capabilities, enabling more rigorous, data-driven operating, investment, and strategic decision-making across the organization, and |
Short-Term Incentive Compensation
| ● | Investor relations and communication – served as a credible and experienced financial voice with investors, drawing on extensive apartment REIT sector experience to communicate the Company’s strategy and performance. |
Results
| Michael D. Lacy SENIOR VICE PRESIDENT — CHIEF OPERATING OFFICER | | | | | | | | In evaluating Mr. Lacy’s 2025 compensation, the Compensation Committee considered Mr. Lacy’s accomplishment of these goals. | | | | | | | Company Performance (70%) | + | Individual Performance (30%) | = | Pay Decisions | | | In February 2026, the Compensation Committee awarded Mr. Lacy short-term incentive compensation in the total amount of $1,838,000 for fiscal 2025, based on the Company’s performance against the annual performance metrics, and his individual performance. Of the total amount, $1,208,000 was attributable to the Company’s performance against the annual performance metrics and the remainder was attributable to Mr. Lacy’s individual performance. In October 2024, Mr. Lacy elected to receive 30% of his short-term incentive compensation for 2025 in cash and 70% in Class 2 LTIP Units. | | | | |
Results
| ● | with 70% based on the Company’s performance as measured by all of the annual performance metrics that were weighted as described above, and |
Results
| KEITH BENSON SENIOR VICE PRESIDENT — CHIEF LEGAL OFFICER | | | | | | | | In evaluating Mr. Benson’s 2025 compensation, the Compensation Committee considered Mr. Benson’s accomplishment of these goals. | | | | | | | Company Performance (70%) | + | Individual Performance (30%) | = | Pay Decisions | | | In February 2026, the Compensation Committee awarded Mr. Benson short-term incentive compensation in the total amount of $613,000 for fiscal 2025, based on the Company’s performance against the annual performance metrics, and his individual performance. Of the total amount, $413,000 was attributable to the Company’s performance against the annual performance metrics and the remainder was attributable to Mr. Benson’s individual performance. Mr. Benson’s 2025 short-term incentive compensation award was prorated to reflect that he commenced employment in April 2025. At the time of his commencement of employment, Mr. Benson elected to receive 100% of his short-term incentive compensation for 2025 in cash. | | | | |
Results
| ● | with 70% based on the Company’s performance as measured by all of the annual performance metrics that were weighted as described above, and |
Long-Term Incentive Compensation
Long-Term Incentive Compensation Long-term incentive compensation, 100% consisting of equity awards including restricted stock units, stock options and/or Class 2 LTIP Units (including Class 2 Performance LTIP Units), constitute the most significant component of our executive officers’ compensation, which closely aligns their long-term interests with the long-term interests of our shareholders, while mitigating potential risks related to our compensation programs. Both LTIP Units and Performance LTIP Units structurally encourage long-term holding by the participant, further aligning the interests of management with the creation of shareholder value over time. The following table shows characteristics of LTIP Units and Performance LTIP Units.
Long-Term Incentive Compensation
| LTIP Unit | Performance LTIP Unit | | Class of partnership interest in our Operating Partnership called “LTIP Units.” | Class of partnership interest in our Operating Partnership called “Performance LTIP Units.” | | Qualify as “profit interest” for federal tax purposes. | Qualify as “profit interest” for federal tax purposes. | | Not economically equivalent to a share of our common stock at grant. | Not economically equivalent to a share of our common stock at grant. | | Over time can increase in value to equal the value of common stock based on satisfaction of provisions of partnership tax rules. | In order for Performance LTIP Units to have value to the holder, the price of our common stock on the date of conversion of the Performance LTIP Unit has to exceed the price of our common stock as of the date of grant. | | Once vested, convertible to OP Units provided LTIP Unit has been outstanding for 2 years from grant. OP Units are, subject to the terms of the partnership agreement for the Operating Partnership, redeemable for common stock. | Once vested, convertible to LTIP Units. | | During performance period, distributions equal to 10% of regular distributions paid on OP Units. | During performance period, distributions equal to 2% of regular distributions paid on OP Units. | | After LTIP Units vest, they are entitled to distributions, regular and special, equal to distributions paid on OP Units. | No change in distributions until converted to LTIP Units. |
Long-Term Incentive Compensation
The Class 2 LTIP Units and Class 2 Performance LTIP Units are granted at maximum, and will vest only to the extent that pre-established performance metrics are met for the applicable performance period, subject to continuing employment. Consistent with the treatment of other equity awards under the 1999 Plan, upon a Class 2 LTIP Unit or Class 2 Performance LTIP Unit holder’s death or disability during his or her employment, or in the event of a change of control, if accompanied by a loss of employment without cause or for good reason, all restrictions on outstanding awards shall lapse; otherwise, vesting shall cease upon the date that employment is terminated. Holders of Class 2 LTIP Units and Class 2 Performance LTIP Units have the same voting rights as limited partners holding OP Units in the Operating Partnership, with such units voting together as a single class with the holders of OP Units and having one vote per unit.
Long-Term Incentive Compensation
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Long-Term Incentive Compensation
2025 Long-Term Incentive Compensation The 2025 LTI program award opportunity for the 3-year performance period, which commenced in 2025, includes four performance metrics, as follows: (i) 35% of the award opportunity has a metric measured by the Company’s 3-year relative cumulative TSR performance versus the Apartment Peers and will vest on the date the Compensation Committee determines performance in February of 2028; (ii) 15% of the award opportunity has a metric measured by the Company’s 3-Year relative cumulative TSR performance versus the NAREIT Equity REITs Total Return Index and will vest on the date the Compensation Committee determines performance in February of 2028; (iii) 20% of the award opportunity has a metric measured by the Company’s 3-year relative cumulative FFO as Adjusted growth rate versus the Apartment Peers and will vest on the date the Compensation Committee determines performance in February of 2028; and (iv) 30% of the award opportunity has an FFO as Adjusted performance period of 1-year with one-half vested in February 2026 and one-half vesting in February 2027.
Long-Term Incentive Compensation
| Performance Metrics | Definition | How Our Performance Metrics Are Tied to Our Strategy | | 3-Year Relative Cumulative TSR vs. Apartment Peers | The relative spread of our TSR against the weighted average of the TSRs of our apartment peers | Each of these metrics: ● measures our financial performance on either an absolute basis (30%) or relative to our peers (70%); ● is driven by achievement of all of our strategic objectives; and ● supports long-term value creation and TSR for our shareholders. | | 3-Year Relative Cumulative TSR vs. NAREIT Equity REITs Total Return Index | The relative spread of our TSR against the TSR for the NAREIT Equity REIT Total Return Index | | | 3-Year Relative Cumulative FFO as Adjusted Growth Rate vs. Apartment Peers | The relative spread of our cumulative three-year FFOA growth rate against the weighted average FFOA growth rate for our apartment peers | | | 1-Year FFO as Adjusted per share | An absolute measure of our FFOA measured against a pre-determined range | |
Long-Term Incentive Compensation
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Long-Term Incentive Compensation
2025 LTI Program In December 2024, the Compensation Committee approved a new long-term incentive program for 2025 for the period from January 1, 2025 through December 31, 2027. The metrics used for the 2025 LTI Program were as follows: Each of Messrs. Toomey and Bragg elected to receive their awards for the 2025 LTI Program 50% in the form of shares of restricted stock and 50% in the form of Class 2 LTIP Units. Mr. Lacy elected to receive his award for the 2025 LTI Program in the form of Class 2 LTIP Units. Mr. Benson elected to receive his award for the 2025 LTI Program in the form of shares of restricted stock. The 2025 LTI Program awards were granted to Messrs. Toomey, Bragg, Lacy, and Benson in the following amounts (the actual results with respect to the 3-Year metrics will be determined in February of 2028). The target, threshold, and maximum amounts for Messrs. Bragg and Benson reflect that they were not employed by the Company for the entire calendar year:
Long-Term Incentive Compensation
| Total 2025 Long-Term Incentive Program Awards | | | | | | | Threshold | Target | Maximum | Actual Amount | | Mr. Toomey | $3,500,000 | $7,000,000 | $14,000,000 | TBD | | Mr. Bragg | $500,000 | $1,000,000 | $2,000,000 | TBD | | Mr. Lacy | $700,000 | $1,400,000 | $2,800,000 | TBD | | Mr. Benson | $450,000 | $900,000 | $1,800,000 | TBD |
Long-Term Incentive Compensation
| 3-Year Relative Cumulative TSR vs. Apartment Peers (35% of 2025 LTI Program Award) | | | | | | | Threshold | Target | Maximum | Actual Amount | | Mr. Toomey | $1,225,000 | $2,450,000 | $4,900,000 | TBD | | Mr. Bragg | $175,000 | $350,000 | $700,000 | TBD | | Mr. Lacy | $245,000 | $490,000 | $980,000 | TBD | | Mr. Benson | $157,500 | $315,000 | $630,000 | TBD |
Long-Term Incentive Compensation
| 3-Year Relative Cumulative TSR Rank vs. NAREIT Equity REITs (15% of 2025 LTI Program Award) | | | | | | | Threshold | Target | Maximum | Actual Amount | | Mr. Toomey | $700,000 | $1,050,000 | $2,800,000 | TBD | | Mr. Bragg | $100,000 | $150,000 | $400,000 | TBD | | Mr. Lacy | $140,000 | $210,000 | $560,000 | TBD | | Mr. Benson | $90,000 | $135,000 | $360,000 | TBD |
Long-Term Incentive Compensation
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Long-Term Incentive Compensation
| 3-Year Relative Cumulative FFO as Adjusted Growth Rate vs. Apartment Peers (20% of 2025 LTI Program Award) | | | | | | | Threshold | Target | Maximum | Actual Amount | | Mr. Toomey | $525,000 | $1,400,000 | $2,100,000 | TBD | | Mr. Bragg | $75,000 | $200,000 | $300,000 | TBD | | Mr. Lacy | $105,000 | $280,000 | $420,000 | TBD | | Mr. Benson | $67,500 | $180,000 | $270,000 | TBD |
Long-Term Incentive Compensation
| 1-Year FFO as Adjusted (30% of 2025 LTI Program Award)(1) | | | | | | | Threshold | Target | Maximum | Actual Amount | | Mr. Toomey | $1,050,000 | $2,100,000 | $4,200,000 | $3,780,000 | | Mr. Bragg | $150,000 | $300,000 | $600,000 | $540,000 | | Mr. Lacy | $210,000 | $420,000 | $840,000 | $756,000 | | Mr. Benson | $135,000 | $270,000 | $540,000 | $486,000 |
Long-Term Incentive Compensation
| (1) Half of the actual amount awarded vested in February 2026 and the other half will vest in February 2027. |
Long-Term Incentive Compensation
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Long-Term Incentive Compensation
2023 LTI Compensation In December 2022, the Compensation Committee in consultation with a compensation consultant approved a new long-term incentive program for 2023. Under the terms of the 2023 LTI Program, our named executive officers were awarded restricted stock units, Class 2 Performance LTIP Units, or Class 2 LTIP Units with dividend equivalent rights with the number of units awarded based upon the achievement of specific performance objectives over the relevant performance period, and each of the awards were subject to specific vesting provisions that were based on the achievement of the applicable performance criteria. The 2023 LTI Program included a three-year relative cumulative TSR performance metric that was based on the Company’s TSR performance against that of our apartment peers, a three-year relative cumulative TSR performance metric that was based on the Company’s TSR performance against the NAREIT Equity REITs Total Return Index and a three-year relative cumulative FFO as Adjusted growth rate versus our apartment peers. The portion of the award that is earned contingent on the achievement of the three-year metrics cliff vested when measured and approved by the Compensation Committee following the conclusion of the performance period. In February 2026, the performance with respect to the three-year metrics was reviewed and approved by the Compensation Committee. The following table reflects the Company’s performance and the vested payout for the three-year metrics of the 2023 LTI Program grants:
Long-Term Incentive Compensation
| 2023-2025 3-Year TSR vs. Apartment Peers (35% of 2023 LTI Program Award) | | | | | | | Threshold | Target | Maximum | Actual Amount | | Mr. Toomey | $1,225,000 | $2,450,000 | $4,900,000 | $— | | Mr. Lacy | $218,750 | $437,500 | $875,000 | $— |
Long-Term Incentive Compensation
| 2023-2025 3-Year TSR vs. NAREIT Equity REITs (20% of 2023 LTI Program Award) | | | | | | | Threshold | Target | Maximum | Actual Amount | | Mr. Toomey | $700,000 | $1,400,000 | $2,800,000 | $— | | Mr. Lacy | $125,000 | $250,000 | $500,000 | $— |
Long-Term Incentive Compensation
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Long-Term Incentive Compensation
| 2023-2025 3-Year Relative Cumulative FFO as Adjusted Growth vs Apartment Peers (15% of 2023 LTI Program Award) | | | | | | | Threshold | Target | Maximum | Actual Amount | | Mr. Toomey | $525,000 | $1,050,000 | $2,100,000 | $1,003,000 | | Mr. Lacy | $93,750 | $187,500 | $375,000 | $179,000 |
Long-Term Incentive Compensation
In connection with his resignation as President and Chief Investment Officer effective September 2, 2025, all of Mr. Fisher’s outstanding unvested long-term incentive compensation for 2023, 2024, and 2025 terminated without vesting. 2026 LTI Compensation In December 2025, the Compensation Committee approved a new long-term incentive program for the period from January 1, 2026 through December 31, 2028. The metrics used for the 2026 LTI Program are as follows with each metric having a payout percentage of 0%, if the threshold is not met, to 200%:
Long-Term Incentive Compensation
| Performance Metrics | Weighting | | 3-Year Relative Cumulative TSR vs. Apartment Peers | 50% | | 3-Year Relative Cumulative FFO as Adjusted Growth Rate vs. Apartment Peers | 20% | | 1-Year FFO as Adjusted per share | 30% |
Long-Term Incentive Compensation
As compared to the 2025 LTI Program, the 3-Year Relative Cumulative TSR vs. NAREIT Equity REITs Total Return Index metric was removed and the weighting of the 3-Year Relative Cumulative TSR vs. Apartment Peers metric was increased by 15 percent to 50 percent. The portions of the 2026 LTI awards based upon the 3-year relative cumulative apartment peer TSR metric and the 3-year relative cumulative FFO as Adjusted metric will vest on the date the Compensation Committee determines performance in February 2029. The portion of the 2026 LTI awards based upon the 1-year FFO as Adjusted metric will be measured in February 2027 and will vest 50% at such time and 50% on the one-year anniversary thereof.
Long-Term Incentive Compensation
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Other Compensation
Other Compensation Retirement Plans We have a retirement plan (the “401(k) Plan”), which is a defined contribution plan covering all eligible full-time employees. Under the 401(k) Plan, the Company makes discretionary profit sharing and matching contributions to the plan as approved by the Compensation Committee. Details regarding matching contributions for our named executive officers are set forth below under the Summary Compensation Table. UDR does not have a pension plan, a SERP, or any similar arrangements. Perquisites and Other Benefits The primary perquisites that we offer to our named executive officers are Company-paid health insurance (including dental) consistent with other associates, life insurance, long-term disability insurance, and accidental death and disability insurance. Our named executive officers participate in these benefit plans on the same terms as other employees. In addition to the group medical plans that we provide, we reimburse actual expenses for annual physical exams for our named executive officers. To help us attract and retain qualified personnel, we also offer relocation benefits, but these benefits are individually negotiated when they occur. We review our policies with respect to perquisites on a regular basis to consider whether the perquisites should be maintained and whether, or to what extent, it may be appropriate for us to discontinue particular perquisites or to require repayment of the cost of perquisites. During 2025, we did not change our policies with respect to perquisites that we offer to our CEO and other named executive officers. Relocation Expenses and Signing Bonuses for New Hire Executive Officers In connection with the appointment of Mr. Bragg as the Company’s Senior Vice President – Chief Financial Officer and the appointment of Mr. Benson as the Company’s Senior Vice President – Chief Legal Officer, the Company agreed to reimburse Mr. Bragg for $200,000 of moving expenses and Mr. Benson for $150,000 of moving expenses. The Company agreed to gross these amounts up for tax purposes to ensure that Messrs. Bragg and Benson were able to obtain full benefit of these reimbursements. In addition, the Company awarded Mr. Bragg a $200,000 cash signing bonus and a signing equity award of 50% restricted stock and 50% LTIP Units with an aggregate value of $2,000,000, which award will vest ratably over five years beginning on the one-year anniversary of the grant date and is contingent upon Mr. Bragg being an employee in good standing of the Company on the vesting dates. The Company granted Mr. Bragg this signing bonus and equity award to incentivize him to join the Company and compensate him for near-term earnings potential he would potentially forego in connection with leaving his previous employment.
2024 EXECUTIVE AGREEMENT
2024 EXECUTIVE AGREEMENT In February 2024, the Company entered into the Executive Agreement with Mr. Toomey. The Executive Agreement provides certain compensation and employment protections to Mr. Toomey in recognition of Mr. Toomey’s significant continuing contributions to the Company and the desire to retain Mr. Toomey’s services. The Compensation Committee determined that it is in the best interests of the Company and its shareholders for Mr. Toomey’s compensation and benefits in several circumstances to be specified in the Executive Agreement. The Executive Agreement specifies that Mr. Toomey will be paid an annual base salary of $900,000, which shall be reviewed annually by the Compensation Committee and may be increased at any time for any reason. Mr. Toomey is also eligible to earn an annual bonus with a target opportunity of $2,100,000, with the amount to be earned determined based on the achievement of personal and Company performance goals established by the Compensation Committee. The target annual bonus opportunity shall be reviewed by the Compensation Committee annually and may be increased at any time for any reason. The Executive Agreement specifies that Mr. Toomey will be eligible to receive future long-term incentive awards as part of the Company’s annual grant process, subject to Compensation Committee and/or board approval. The target opportunity for Mr. Toomey’s long-term incentive award is $7,000,000, with the amount to be earned based on achievement of personal or Company performance goals established by the Compensation Committee. The Compensation Committee may increase the target opportunity for Mr. Toomey’s long-term incentive award target opportunity at any time for any reason. Mr. Toomey is also eligible to participate in employee benefit plans and programs in which similarly situated Company employees are eligible to participate. The award levels set forth above are the levels set by the Compensation Committee with respect to the grants made to Mr. Toomey in January 2024 and Mr. Toomey’s equity compensation remains subject to the terms of our long-term and short-term compensation programs, as applicable, and the 1999 Plan. Under the Executive Agreement, either the Company or Mr. Toomey may terminate his employment with the Company at any time, with or without “Cause.” If Mr. Toomey’s employment with the Company is terminated by the Company for Cause, Mr. Toomey shall be:
2024 EXECUTIVE AGREEMENT
| ● | paid any previously earned but unpaid base salary through the date of termination; |
2024 EXECUTIVE AGREEMENT
| ● | reimbursed for any business expenses incurred by, but not yet paid to, Mr. Toomey; |
2024 EXECUTIVE AGREEMENT
| ● | entitled to any vested benefits under certain benefit plans and programs (except for equity); and |
2024 EXECUTIVE AGREEMENT
| ● | paid or provided with any other amounts or benefits that are required to be paid or provided by applicable law, with all of these payments and benefits collectively referred to in the Executive Agreement as the “Accrued Obligations.” |
2024 EXECUTIVE AGREEMENT
If Mr. Toomey’s employment with the Company is terminated by the Company for Cause, all of his unvested equity awards shall be immediately forfeited and canceled and Mr. Toomey shall not receive any of the severance benefits contemplated by the Executive Agreement or any other severance compensation or benefit.
2024 EXECUTIVE AGREEMENT
| 2026 Proxy Statement | | 91 |
2024 EXECUTIVE AGREEMENT
For the purposes of the Executive Agreement, the term “Cause” means the occurrence of one of the following on the part of Mr. Toomey:
2024 EXECUTIVE AGREEMENT
| ● | an act of fraud, embezzlement, theft, breach of fiduciary duty, dishonesty, or any other misconduct that materially interferes with or materially prejudices the proper conduct of the business of the Company; |
2024 EXECUTIVE AGREEMENT
| ● | conviction of, or a plea of nolo contendere to, a misdemeanor involving an act of moral turpitude or a felony, provided that the board retains the right to place Mr. Toomey on a paid leave of absence during the pendency of any related proceeding; |
2024 EXECUTIVE AGREEMENT
| ● | Mr. Toomey’s breach of any non-competition, non-solicitation, non-disparagement or other restrictive covenants to which he is subject relating to the Company and its subsidiaries (or a successor) which materially interferes with or materially prejudices the proper conduct of the business of the Company; or |
2024 EXECUTIVE AGREEMENT
| ● | Mr. Toomey’s material breach of any written or published employment policy of the Company and its subsidiaries (or a successor) which materially interferes with or materially prejudices the proper conduct of the business of the Company. |
2024 EXECUTIVE AGREEMENT
The Executive Agreement provides that if Mr. Toomey’s employment with the Company is terminated by the Company without Cause or by Mr. Toomey for Good Reason, Mr. Toomey shall be paid the Accrued Obligations, and, subject to execution of a release of claims in favor of the Company, resignation of any other position with the Company (including as a member of the Company’s Board of Directors), the return of Company property and compliance with the Executive Agreement and the release agreement, Mr. Toomey shall receive certain severance benefits that include:
2024 EXECUTIVE AGREEMENT
| ● | an amount equal to three times the sum of Mr. Toomey’s then-current base salary and target annual bonus; |
2024 EXECUTIVE AGREEMENT
| ● | the amount of Mr. Toomey’s prior calendar year’s annual bonus if his termination occurs after such calendar year but prior to payment of the annual bonus for that calendar year; |
2024 EXECUTIVE AGREEMENT
| ● | the pro-rata amount of Mr. Toomey’s annual bonus relating the year of termination that Mr. Toomey would have received if he had remained employed by the Company through the date the annual bonus is paid; |
2024 EXECUTIVE AGREEMENT
| ● | continued participation by Mr. Toomey and his eligible dependents in health, dental and vision benefit plans until Mr. Toomey reaches the age of 75, subject to certain limitations; and |
2024 EXECUTIVE AGREEMENT
| ● | the vesting of Mr. Toomey’s unvested timed-based LTIP and other equity-based awards, as well as the vesting of all unvested performance-based LTIP and other equity-based awards at the greater of the target award or actual performance, if measurable, through the date of termination. |
2024 EXECUTIVE AGREEMENT
For purposes of the Executive Agreement, “Good Reason” means a termination of employment by Mr. Toomey within sixty days following the occurrence of any of the following:
2024 EXECUTIVE AGREEMENT
| ● | a material diminution in, or material adverse alteration to, Mr. Toomey’s title, base salary or other compensation, position, or duties and responsibilities, subject to certain conditions; |
2024 EXECUTIVE AGREEMENT
| ● | the relocation of Mr. Toomey’s principal office outside of the area within a thirty mile radius from Mr. Toomey’s principal place of business or from such other location as may be mutually agreed by Mr. Toomey and the Company (excluding such relocation relating to a work-from-home or similar mandate), subject to certain conditions; or |
2024 EXECUTIVE AGREEMENT
| ● | any other action or inaction that constitutes a material breach by the Company of the Executive Agreement. |
2024 EXECUTIVE AGREEMENT
The Executive Agreement provides that, in the event of Mr. Toomey’s death during the term of the Executive Agreement, Mr. Toomey or his legal representatives are entitled to a pro rata bonus for the year of termination based on his then-current target annual bonus, and his unvested performance-based LTIP and other equity-based awards will vest at the greater of the target award or actual performance, if measurable, through the date of termination. Mr. Toomey’s legal representatives shall also receive any Accrued Obligations. Further, if Mr. Toomey’s employment is terminated due to his Disability, Mr. Toomey shall receive a pro rata bonus for the year of termination based on his then-current target annual bonus, and his unvested performance-based LTIP and other equity-based awards will vest at the greater of the target award or actual performance, if measurable, through the date of termination. In addition, Mr. Toomey shall receive any Accrued Obligations if his employment is terminated due to his Disability. For purposes of the Executive Agreement, “Disability” means illness or other physical or mental condition of Mr. Toomey that renders him incapable of performing his customary and usual duties for the Company and its subsidiaries, or any medically determinable illness or other physical or mental condition resulting from bodily injury, disease or mental disorder which, in the judgment of the board, is permanent and continuous in nature. Under the Executive Agreement, Mr. Toomey is subject to customary non-solicitation and non-competition covenants, and is also bound by customary non-disparagement and confidentiality restrictions. The Executive Agreement provides that any amounts paid or payable pursuant to the Executive Agreement shall be subject to any applicable clawback policies or procedures adopted by the Company. The Executive Agreement shall continue until the fifth anniversary of the date on which Mr. Toomey entered into the Executive Agreement.
2024 EXECUTIVE AGREEMENT
| 2026 Proxy Statement | | 92 |
EXECUTIVE SEVERANCE PLAN
EXECUTIVE SEVERANCE PLAN In February 2026, the Company approved and adopted the UDR, Inc. Executive Severance Plan (the “Severance Plan”) for Senior Vice Presidents, including Messrs. Bragg, Lacy and Benson. The Severance Plan is intended to benefit certain specified executives who are not parties to an employment agreement. We believe that the Severance Plan provides appropriate incentives and protections to these executive officers and, because the severance benefits are agreed to in advance, avoids the need for protracted negotiations in the event of termination of employment. The Severance Plan also includes certain restrictive covenants applicable to the executive officers that are intended to protect us and our shareholders. The Severance Plan provides for payment of severance and other benefits to eligible executives in the event of a termination of employment without cause or following a constructive termination (each as defined in the Severance Plan and each, a “covered termination”), in each case, subject to the (i) executive’s execution and non-revocation of a general release of claims in favor of the Company and (ii) continued compliance with the restrictive covenants related to post-employment non-solicitation and non-competition for 12 months following any termination of employment and indefinite covenants covering confidentiality and non-disparagement. In the event of a covered termination, the Severance Plan provides for the following payments and benefits:
EXECUTIVE SEVERANCE PLAN
| ● | the prior year’s cash bonus, to the extent earned but not yet paid as of the date of termination; |
EXECUTIVE SEVERANCE PLAN
| ● | a lump-sum pro-rata cash bonus for the year of termination based on actual performance; |
EXECUTIVE SEVERANCE PLAN
| ● | a cash payment equal to the sum of the executive’s (x) annual base salary and (y) target annual bonus opportunity (the “cash severance amount”) multiplied by the multiplier applicable to such executive (which is 1.5 for Messrs. Bragg and Lacy and 1.0 for Mr. Benson), payable in equal monthly installments over the applicable severance period (which is 18 months for Messrs. Bragg and Lacy and 12 months for Mr. Benson); |
EXECUTIVE SEVERANCE PLAN
| ● | a cash payment in an amount equal to the total amount of the monthly COBRA insurance premiums for participation in the welfare benefit programs of the Company in which the executive participated as of the date of termination (the “welfare benefit”), payable for up to a specified period (12 months for Messrs. Bragg, Lacy and Benson); and |
EXECUTIVE SEVERANCE PLAN
| ● | any unvested time-based equity awards (including performance-based awards that convert to time-based awards in connection with a change of control) will vest in full, and any unvested performance-based equity awards will vest at the greater of the target award or actual performance, if measurable, through the date of termination. |
EXECUTIVE SEVERANCE PLAN
Notwithstanding the foregoing, in the event such covered termination occurs during the two-year period following a change of control (as defined in the Severance Plan), the Severance Plan provides for the following payments and benefits:
EXECUTIVE SEVERANCE PLAN
| ● | the prior year’s cash bonus, to the extent earned but not yet paid as of the date of termination; |
EXECUTIVE SEVERANCE PLAN
| ● | a lump-sum pro-rata cash bonus for the year of termination based on actual performance; |
EXECUTIVE SEVERANCE PLAN
| ● | the cash severance amount multiplied by the multiplier applicable to such executive (which is 2 for Messrs. Bragg and Lacy and 1.5 for Mr. Benson); |
EXECUTIVE SEVERANCE PLAN
| ● | the welfare benefit payable for up to a specified period (18 months for Messrs. Bragg and Lacy and 12 months for Mr. Benson); and |
EXECUTIVE SEVERANCE PLAN
| ● | any unvested time-based equity awards (including performance-based awards that convert to time-based awards in connection with a change of control) will vest in full, and any unvested performance-based equity awards will vest at the greater of the target award or actual performance, if measurable, through the date of termination. |
EXECUTIVE SEVERANCE PLAN
| 2026 Proxy Statement | | 93 |
Severance, Change of Control and Other Arrangements
Severance, Change of Control and Other Arrangements We provide a description of the change of control provisions and the death, disability and retirement provisions in the 1999 Plan below under “Post-Employment Compensation – Severance, Change of Control and Other Arrangements.” As previously disclosed in a Form 8-K filed with the Securities and Exchange Commission on September 2, 2025, in connection with his resignation we entered into a Separation Agreement with Joseph D. Fisher. Under the terms of the Separation Agreement, Mr. Fisher received a severance payment of $3,000,000 in connection with executing the Separation Agreement. Mr. Fisher is also entitled to additional severance in the amount of $3,000,000 (the “Contingent Severance”) which is payable over 12 months, contingent upon Mr. Fisher’s continued compliance with the non-solicitation, confidentiality, non-disparagement and other material terms of the Separation Agreement. If Mr. Fisher fails to comply with the material terms of the Separation Agreement, the Company will be entitled to claw back 50% of the Contingent Severance previously paid. Pursuant to the Separation Agreement, Mr. Fisher will be entitled to continued group health insurance benefits through September 30, 2030, under certain conditions. The Separation Agreement includes a general release of claims against the Company by Mr. Fisher, a non-solicitation covenant with respect to Mr. Fisher until September 1, 2026, and mutual non-disparagement covenants with respect to Mr. Fisher and the Company. As part of the Separation Agreement, Mr. Fisher also agreed to provide transition assistance through December 31, 2025.
Equity Granting Process
Equity Granting Process Grants of stock options, restricted stock, restricted stock units, LTIP Units, Performance LTIP Units, and other equity awards to our executive officers and other employees are approved by the Compensation Committee at regularly scheduled meetings, or occasionally by unanimous written consent. If approval is made at a meeting, the grant date of the award is the date of the meeting or a future date; if approval is by unanimous written consent, the grant date of the award is the day the last Compensation Committee member signs the written consent or a future date. We have no practice of timing grants of stock options, restricted stock, restricted stock units, LTIP Units, Performance LTIP Units, or other equity awards to coordinate with the release of material non-public information, nor have we timed the release of material non-public information for the purpose of affecting the value of any named executive officer compensation.
Hedging, Pledging and Short-Term Speculative Transactions
Hedging, Pledging and Short-Term Speculative Transactions We prohibit any Company personnel, which includes directors, officers and all other employees of the Company, from engaging in any short-term, speculative securities transactions, engaging in short sales, buying or selling put or call options, trading in options (other than those granted by the Company) and engaging in hedging transactions. We also prohibit purchasing securities on margin or pledging securities as collateral without the prior approval of our Corporate Compliance Officer or Chairman and Chief Executive Officer.
Summary Compensation Table
Summary Compensation Table The executive officers named in the table below are referred to in this proxy statement as the “named executive officers.” The table below summarizes for each of the named executive officers the compensation amounts paid or earned for the fiscal years ended December 31, 2023, December 31, 2024 and December 31, 2025.
Summary Compensation Table
| | | | | | | | Change In | | | | | | | | | | | Pension | | | | | | | | | | | Value and | | | | | | | | | | | Nonqualified | | | | | | | | | | Non-Equity | Deferred | | | | | | | | Stock | Option | Incentive Plan | Compensation | All Other | | | Name and | | Salary | Bonus | Awards(1) | Awards | Compensation | Earnings | Compensation | Total | | Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Thomas W. Toomey(2) | 2025 | 900,000 | -0- | 9,010,120 | -0- | -0- | -0- | 23,318 | 9,933,438 | | Chairman, President and | 2024 | 900,000 | -0- | 9,255,283 | -0- | -0- | -0- | 23,190 | 10,178,473 | | Chief Executive Officer | 2023 | 900,000 | -0- | 10,807,024 | -0- | -0- | -0- | 47,991 | 11,755,015 | | David D. Bragg(3) | 2025 | 220,548 | 280,702 | 2,981,430 | -0- | 330,822 | -0- | 301,549 | 4,115,051 | | Senior Vice President - Chief Financial Officer | | | | | | | | | | | Michael D. Lacy(4) | 2025 | 550,000 | -0- | 2,016,690 | -0- | 315,000 | -0- | 28,123 | 2,909,813 | | Senior Vice President - | 2024 | 550,000 | -0- | 1,938,325 | -0- | 300,000 | -0- | 24,200 | 2,812,525 | | Chief Operating Officer | 2023 | 550,000 | -0- | 1,893,492 | -0- | 300,000 | -0- | 22,362 | 2,765,854 | | Keith Benson(5) | 2025 | 357,534 | -0- | 928,047 | -0- | 357,534 | -0- | 237,393 | 1,880,508 | | Senior Vice President - Chief Legal Officer | | | | | | | | | | | Joseph D. Fisher(6) | 2025 | 402,740 | -0- | 3,159,538 | -0- | -0- | -0- | 6,018,132 | 9,580,410 | | Former President, Chief Financial Officer, | 2024 | 600,000 | -0- | 3,682,028 | -0- | -0- | -0- | 24,218 | 4,306,246 | | and Chief Investment Officer | 2023 | 600,000 | -0- | 4,233,613 | -0- | -0- | -0- | 22,132 | 4,855,745 |
Summary Compensation Table
| (1) The dollar amounts reflected in the “Stock Awards” column represent the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of grants of shares and units that vest over multiple years. For information regarding the valuation assumptions used in computing grant date fair value, refer to the note entitled “Employee Benefit Plans” in the Notes to our Consolidated Financial Statements included in our Annual Reports on Form 10-K for the fiscal years ended December 31, 2025, 2024 and 2023, as applicable. |
Summary Compensation Table
| (2) “Stock Awards” for 2025 includes the aggregate grant date fair value of Class 2 LTIP Units and Restricted Shares awarded under the Company’s short-term and long-term incentive programs. The threshold, target and maximum for these awards were determined prior to the grant date, and the amount of the awards with respect to the portion of the awards with a 1-year performance period was determined in February 2026 based upon the achievement of the performance metrics and the portion of the long-term award with a 3-year performance period will be determined in February of 2028. The maximum amount of the awards was $4,200,000 for the short-term award and $14,000,000 for the long-term award. "All Other Compensation" for 2025 includes $12,195 in health insurance (including dental), $623 for Company paid life insurance, accidental death and disability insurance, and $10,500 for Company funded non-discretionary 401(k) Plan. |
Summary Compensation Table
| (3) Mr. Bragg joined the Company in July 2025. “Stock Awards” for 2025 includes the aggregate grant date fair value of Class 2 LTIP Units and Restricted Shares awarded under the Company’s long-term incentive program and Class 1 LTIP Units awarded as a start grant in connection with his commencement of employment. The threshold, target and maximum for these awards were determined prior to the grant date, and the amount of the awards with respect to the portion of the awards with a 1-year performance period was determined in February 2026 based upon the achievement of the performance metrics and the portion of the long-term award with a 3-year performance period will be determined in February 2028. The maximum amount of the awards was $661,644 for the short-term award and $2,000,000 for the long-term award. “Bonus” for 2025 is comprised of Mr. Bragg’s cash signing bonus paid in connection with his commencement of employment. “All Other Compensation” for 2025 includes $294,145 for reimbursement of moving expenses, $5,429 in health insurance (including dental), $87 for Company paid life insurance, accidental death and disability insurance, and $1,888 for Company funded non-discretionary 401(k) Plan matching. |
Summary Compensation Table
| (4) “Stock Awards” for 2025 includes the aggregate grant date fair value of Class 2 LTIP Units awarded under the Company’s short-term and long-term incentive programs. The threshold, target and maximum for these awards were determined prior to the grant date, and the amount of the awards with respect to the portion of the awards with a 1-year performance period was determined in February 2026 based upon the achievement of the performance metrics, and the portion of the long-term award with a 3-year performance period will be determined in February of 2028. The maximum amount of the awards was $2,100,000 for the short-term award and $2,800,000 for the |
Summary Compensation Table
| 2026 Proxy Statement | | 96 |
Summary Compensation Table
| long-term award. "All Other Compensation" for 2025 includes $17,000 in health insurance (including dental), $623 for Company paid life insurance, accidental death and disability insurance, and $10,500 for Company funded non-discretionary 401(k) Plan matching. |
Summary Compensation Table
| (5) Mr. Benson joined the Company in April 2025. “Stock Awards” for 2025 includes the aggregate grant date fair value of the Restricted Shares awarded under the Company’s long-term incentive program. The threshold, target and maximum for these awards were determined prior to the grant date, and the amount of the awards with respect to the portion of the award with a 1-year performance period was determined in February 2026 based upon the achievement of the performance metrics and the portion of the award with a 3-year performance period will be determined in February 2028. The maximum amount of the award was $715,068 for the short-term award and $1,800,000 for the long-term award. “All Other Compensation” for 2025 includes $222,614 for reimbursement of moving expenses, $10,319 in health insurance (including dental), $174 for Company paid life insurance, accidental death and disability insurance, $3,462 for Company funded non-discretionary 401(k) Plan matching, and $824 for rent discount. |
Summary Compensation Table
| (6) Mr. Fisher relinquished his role as Chief Financial Officer as of the effective date of Mr. Bragg’s appointment in July 2025 and resigned as President and Chief Investment Officer effective September 2, 2025. Mr. Fisher’s awards for the 2025 STI and LTI programs listed in the “Stock Awards” column terminated without vesting upon his resignation. “Stock Awards” for 2025 includes the aggregate grant date fair value of Class 2 LTIP Units awarded under the Company’s short-term and long-term incentive programs. The threshold, target and maximum for these awards were determined prior to the grant date. The maximum amount of the awards was $3,200,000 for the short-term award and $4,300,000 for the long-term award. “All Other Compensation” for 2025 includes $12,831 in health insurance (including dental), $455 for Company paid life insurance, accidental death and disability insurance, $4,846 for Company funded non-discretionary 401(k) Plan matching, a $3,000,000 severance payment payable upon his termination on September 2, 2025, and an additional $3,000,000 in severance payments payable over the twelve months following his termination, contingent upon Mr. Fisher’s continued compliance with the terms of his Separation Agreement, of which $923,077 was paid in 2025. |
Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table The following table provides information concerning each grant of a plan-based award made to a named executive officer in the 2025 fiscal year.
Grants of Plan-Based Awards Table
| | | | | | | | | | | All Other | | | | | | | | | | | | | All Other | Option | | | | | | | | | | | | | Stock | Awards: | Exercise | | | | | | Estimated Possible Payouts | | | Estimated Future Payouts | | | Awards: | Number of | or Base | Grant Date | | | | | Under Non-Equity | | | Under Equity | | | Number | Securities | Price of | Fair Value | | | | | Incentive Plan Awards | | | Incentive Plan Awards | | | of Shares | Underlying | Option | of Stock | | | Award | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | of Stock | Options | Awards | and Option | | Name | Type | Date | ($) | ($) | ($) | (#) | (#) | (#) | or Units | (#) | ($/Sh) | Awards | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | (m) | | Thomas W. Toomey | STI | 1/2/2025 | — | — | — | 24,688 | 49,376 | 98,752 | — | — | — | $1,970,814 | | | LTI | 1/2/2025 | — | — | — | 82,294 | 164,588 | 329,176 | — | — | — | $7,039,306 | | David D. Bragg | STI | 7/23/2025 | 165,411 | 330,822 | 661,644 | — | — | — | — | — | — | $— | | | LTI | 7/23/2025 | — | — | — | 12,192 | 24,384 | 48,768 | | | — | $1,005,595 | | | Start Grant | 7/23/2025 | — | — | — | — | — | — | 48,768 | — | — | $1,975,836 | | Michael D. Lacy | STI | 1/2/2025 | 157,500 | 315,000 | 630,000 | 8,641 | 17,282 | 34,564 | — | — | — | $644,598 | | | LTI | 1/2/2025 | — | — | — | 16,459 | 32,918 | 65,836 | — | — | — | $1,372,092 | | Keith Benson | STI | 4/14/2025 | 178,767 | 357,534 | 715,068 | — | — | — | — | — | — | $— | | | LTI | 4/14/2025 | — | — | — | 11,032 | 22,064 | 44,128 | — | — | — | $928,047 | | Joseph D. Fisher | STI | 1/2/2025 | — | — | — | 14,108 | 28,215 | 56,430 | — | — | — | $1,052,386 | | | LTI | 1/2/2025 | — | — | — | 25,277 | 50,553 | 101,106 | — | — | — | $2,107,152 |
Grants of Plan-Based Awards Table
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Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information concerning unexercised options, stock that has not vested and equity incentive plan awards for each named executive officer outstanding as of the end of the 2025 fiscal year:
Outstanding Equity Awards at 2025 Fiscal Year-End
| | | | | | | | | | Equity | | | | | | | | | | Equity | Incentive | | | | | Equity | | | | | Incentive | Plan Awards: | | | | | Incentive | | | | Market | Plan Awards: | Market or | | | | | Plan Awards: | | | Number | Value of | Number of | Payout Value | | | Number of | Number of | Number of | | | of Shares | Shares or | Unearned | of Unearned | | | Securities | Securities | Securities | | | or Units | Units of | Shares, | Shares, Units | | | Underlying | Underlying | Underlying | | | of Stock | Stock | Units or | or Other | | | Unexercised | Unexercised | Unexercised | Option | | That | That | Other Rights | Rights That | | | Option | Option | Unearned | Exercise | Option | Have Not | Have Not | That Have | Have Not | | | (#) | (#) | Options | Price | Expiration | Vested | Vested | Not Vested | Vested | | Name | Exercisable | Unexercisable | (#) | ($) | Date | (#) | ($) | (#) | ($) | | (a)(4) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Thomas | | | | | | — | — | 52,824 | 1,937,584(1) | | W. Toomey | | | | | | — | — | 25,783 | 945,720(3) | | | | | | | | — | — | 596,834 | —(2) | | | | | | | | — | — | 341,048 | —(2) | | | | | | | | — | — | 255,786 | —(2) | | | | | | | | 56,999 | 2,090,723 | — | —(1) | | | | | | | | — | — | 152,123 | 5,579,872(1) | | | | | | | | — | — | 86,928 | 3,188,519(1) | | | | | | | | — | — | 65,194 | 2,391,316(1) | | | | | | | | — | — | 52,823 | 1,937,548(1) | | | | | | | | — | — | 69,040 | 2,532,387(1) | | | | | | | | — | — | 29,588 | 1,085,288(1) | | | | | | | | — | — | 39,453 | 1,447,136(1) | | | | | | | | — | — | 25,783 | 945,720(3) | | | | | | | | — | — | 30,081 | 1,103,371(3) | | | | | | | | — | — | 12,891 | 472,842(3) | | | | | | | | — | — | 17,189 | 630,493(3) | | David | | | | | | 24,384 | 894,405 | — | — | | D. Bragg | | | | | | 24,384 | 894,405 | — | —(1) | | | | | | | | — | — | 7,516 | 275,687(1) | | | | | | | | — | — | 9,811 | 359,867(1) | | | | | | | | — | — | 4,207 | 154,313(1) | | | | | | | | — | — | 5,605 | 205,591(1) | | | | | | | | — | — | 3,702 | 135,789(3) | | | | | | | | — | — | 4,319 | 158,421(3) | | | | | | | | — | — | 1,851 | 67,895(3) | | | | | | | | — | — | 2,468 | 90,526(3) | | Michael | | | | | | — | — | 36,977 | 1,356,316(1) | | D. Lacy | | | | | | — | — | 27,175 | 996,779(1) | | | | | | | | — | — | 15,526 | 569,494(1) | | | | | | | | — | — | 11,650 | 427,322(1) | | | | | | | | 10,178 | 373,329 | — | —(1) | | | | | | | | — | — | 27,164 | 996,376(1) | | | | | | | | — | — | 15,521 | 569,310(1) | | | | | | | | — | — | 11,641 | 426,992(1) | | | | | | | | — | — | 21,128 | 774,975(1) | | | | | | | | — | — | 27,615 | 1,012,918(1) | | | | | | | | — | — | 11,836 | 434,144(1) | | | | | | | | — | — | 15,781 | 578,847(1) |
Outstanding Equity Awards at 2025 Fiscal Year-End
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Outstanding Equity Awards at 2025 Fiscal Year-End
| | | | | | | | | | Equity | | | | | | | | | | Equity | Incentive | | | | | Equity | | | | | Incentive | Plan Awards: | | | | | Incentive | | | | Market | Plan Awards: | Market or | | | | | Plan Awards: | | | Number | Value of | Number of | Payout Value | | | Number of | Number of | Number of | | | of Shares | Shares or | Unearned | of Unearned | | | Securities | Securities | Securities | | | or Units | Units of | Shares, | Shares, Units | | | Underlying | Underlying | Underlying | | | of Stock | Stock | Units or | or Other | | | Unexercised | Unexercised | Unexercised | Option | | That | That | Other Rights | Rights That | | | Option | Option | Unearned | Exercise | Option | Have Not | Have Not | That Have | Have Not | | | (#) | (#) | Options | Price | Expiration | Vested | Vested | Not Vested | Vested | | Name | Exercisable | Unexercisable | (#) | ($) | Date | (#) | ($) | (#) | ($) | | (a)(4) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Keith Benson | | | | | | — | — | 6,771 | 248,360(3) | | | | | | | | — | — | 7,898 | 289,699(3) | | | | | | | | — | — | 3,386 | 124,198(3) | | | | | | | | — | — | 4,514 | 165,574(3) |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) LTIP Units granted under the long-term incentive and short-term incentive programs are granted at maximum including estimated dividend equivalent shares and are subject to forfeiture based upon final performance. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (2) Performance LTIP Units are granted at maximum and are subject to forfeiture based upon final performance and are represented at the December 31, 2025, close price less the strike price at issuance. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) Restricted Stock Units granted under the long-term incentive and short-term incentive programs are granted at target and are subject to forfeiture based upon final performance. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (4) Mr. Fisher resigned on September 2, 2025. As of December 31, 2025, Mr. Fisher did not hold any outstanding unvested equity awards. |
Outstanding Equity Awards at 2025 Fiscal Year-End
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Outstanding Equity Awards at 2025 Fiscal Year-End
The following table provides grant and vesting dates as of December 31, 2025 for each of the unvested stock awards listed in the table above:
Outstanding Equity Awards at 2025 Fiscal Year-End
| | | Unvested Shares | | | | Grant Date | or Units | Vesting Date | | Thomas W. Toomey | 1/3/2023 | 1,193,668(2) | vests in 2/2026 | | | 1/2/2024 | 56,999(1) | vests in 2/2026 | | | 1/2/2024 | 304,245(1) | vests in 2/2027 | | | 1/2/2025 | 52,824(1) | vests in 2/2026 | | | 1/2/2025 | 25,783(3) | vests in 2/2026 | | | 1/2/2025 | 52,823(1) | 1/2 vests in 2/2026 and 2/2027 | | | 1/2/2025 | 138,081(1) | vests in 2/2028 | | | 1/2/2025 | 25,783(3) | 1/2 vests in 2/2026 and 2/2027 | | | 1/2/2025 | 60,161(3) | vests in 2/2028 | | David D. Bragg | 7/23/2025 | 24,384(3) | 1/5 vests in 7/2026, 7/2027, 7/2028, 7/2029 and 7/2030 | | | 7/23/2025 | 24,384(1) | 1/5 vests in 7/2026, 7/2027, 7/2028, 7/2029 and 7/2030 | | | 7/23/2025 | 7,516(1) | 1/2 vests in 2/2026 and 2/2027 | | | 7/23/2025 | 19,623(1) | vests in 2/2028 | | | 7/23/2025 | 3,702(3) | 1/2 vests in 2/2026 and 2/2027 | | | 7/23/2025 | 8,638(3) | vests in 2/2028 | | Michael D. Lacy | 1/3/2023 | 54,351(1) | vests in 2/2026 | | | 1/2/2024 | 10,178(1) | vests in 2/2026 | | | 1/2/2024 | 54,326(1) | vests in 2/2027 | | | 1/2/2025 | 36,977(1) | vests in 2/2026 | | | 1/2/2025 | 21,128(1) | 1/2 vests in 2/2026 and 2/2027 | | | 1/2/2025 | 55,232(1) | vests in 2/2028 | | Keith Benson | 4/14/2025 | 6,771(3) | 1/2 vests in 2/2026 and 2/2027 | | | 4/14/2025 | 15,798(3) | vests in 2/2028 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) Units |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (2) Performance Units |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) Stock |
Outstanding Equity Awards at 2025 Fiscal Year-End
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Stock Vested
Stock Vested The following table provides information concerning vesting of stock during the 2025 fiscal year for each of the named executive officers:
Stock Vested
| | | Value | | | Number of Shares | Realized | | | Acquired on Vesting | on Vesting | | Name | (#) | ($) | | Thomas W. Toomey | 272,281 | $8,286,993 | | Michael D. Lacy | 48,275 | $2,082,686 | | Joseph D. Fisher | 119,850 | $4,108,219 |
Pension Benefits Table
Pension Benefits Table We do not have any pension plans for our associates. We do have a 401(k) plan and our matching contributions for our named executive officers are included in the Summary Compensation Table under the heading “All Other Compensation.”
Nonqualified Deferred Compensation Table
Nonqualified Deferred Compensation Table We do not have any nonqualified deferred compensation plans for our associates.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we provide the following disclosure regarding executive “compensation actually paid” (“CAP”), calculated in accordance with SEC rules, and certain Company performance for the fiscal years listed below. This disclosure was prepared in accordance with the requirements of Item 402(v) of Regulation S-K and does not necessarily reflect the value actually realized by our executives, how our executives’ compensation relates to Company performance, or how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. For example, the Compensation Committee does not use CAP as a basis for making compensation decisions, nor does it use net income (as reflected below) for purposes of determining our executives’ incentive compensation. Please refer to our Compensation Discussion and Analysis for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its compensation decisions. The information provided under this Pay versus Performance section will not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, as amended, except to the extent the Company specifically incorporates it by reference.
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 | | | | | | | | | | Investment Based On: | | | | | | | | Average | | | | | | | | | | Summary | | | | | | | | | | Compensation | Average | | | | | | | | | Table Total for | Compensation | | | | | | | | | Non-PEO | Actually Paid to | | Peer Group | | | | | Summary | | Named | Non-PEO | | Total | | | | | Compensation | Compensation | Executive | Named | Total | Shareholder | | | | | Table Total for | Actually Paid to | Officers | Executive | Shareholder | Return | Net Income | FFOA | | | PEO(1)(b) | PEO(2)(c) | (3)(e) | Officers(4)(e) | Return(f) | (5)(g) | (6)(h) | (7)(i) | | Year(a) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 9,933,438 | 3,581,688 | 4,621,445 | 1,612,031 | 115.44 | 129.86 | 403,715,000 | 906,364,000 | | 2024 | 10,178,473 | 15,836,236 | 4,063,573 | 5,251,775 | 130.75 | 142.02 | 95,877,000 | 885,190,000 | | 2023 | 11,755,015 | 6,212,611 | 3,740,973 | 3,386,145 | 110.56 | 117.87 | 474,488,000 | 874,709,000 | | 2022 | 8,149,435 | (11,881,122) | 4,414,327 | 943,709 | 107.28 | 111.34 | 92,579,000 | 809,091,000 | | 2021 | 14,228,383 | 48,504,905 | 2,036,773 | 11,170,256 | 161.10 | 163.61 | 160,993,000 | 658,797,000 |
Pay Versus Performance
| (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Toomey, our Chairman, President and CEO, for each corresponding year in the “Total” column of the Summary Compensation Table. |
Pay Versus Performance
| 2026 Proxy Statement | | 105 |
Pay Versus Performance
| (2) The dollar amounts reported in column (c) represent the amount of compensation actually paid to Mr. Toomey, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Toomey during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Toomey’s total compensation as reported in the Summary Compensation Table for each year to determine the compensation actually paid: |
Pay Versus Performance
| | Reported | | | | | | | | Summary | Reported Change | | | | | | | Compensation | in the Actuarial | | | Total Equity | Compensation | | | Table | Present Value of | Pension Benefit | Reported Value | Award | Actually Paid | | | Total for PEO | Pension Benefits(a) | Adjustments(a) | of Equity Awards(b) | Adjustments(c) | to PEO | | Year | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 9,933,438 | — | — | 9,010,120 | (6,351,750) | 3,581,688 | | 2024 | 10,178,473 | — | — | 9,255,283 | 5,657,763 | 15,836,236 | | 2023 | 11,755,015 | — | — | 10,807,024 | (5,542,404) | 6,212,611 | | 2022 | 8,149,435 | — | — | 7,205,027 | (20,030,557) | (11,881,122) | | 2021 | 14,228,383 | — | — | 13,384,611 | 34,276,522 | 48,504,905 |
Pay Versus Performance
| (a) The Company does not have any defined benefit or actuarial pension plans applicable to our U.S. employees, including our NEOs. |
Pay Versus Performance
| (b) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |
Pay Versus Performance
| (c) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the amounts specified in the following table, in accordance with the requirements of Item 402(v) of Regulation S-K. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |
Pay Versus Performance
| | | | | | | | Values of | | | | | | | | | | Dividends | | | | | | Year over Year | | Change in | Fair Value at | or other Earnings | | | | | | Change in Fair | Fair Value | Fair Value of | the End of the | Paid on Stock or | | | | Grant Date | Year End | Value of | as of Vesting | Equity Awards | Prior Year of | Option Awards | | | | Fair Value | Fair Value | Outstanding | Date of Equity | Granted in | Equity Awards | not Otherwise | | | | of Equity | of Equity | and Unvested | Awards | Prior | that Failed to | Reflected | | | | Awards | Awards | Equity Awards | Granted | Years that | Meet Vesting | in Fair Value or | Total Equity | | | Granted in | Granted in | Granted in | and Vested | Vested | Conditions in | Total | Award | | | the year | the year | Prior Years | in the Year | in the Year | the Year | Compensation | Adjustments** | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | (9,010,120) | 9,632,822 | (6,534,420) | — | (697,262) | — | 257,230 | (6,351,750) | | 2024 | (9,255,283) | 14,436,345 | 826,613 | — | (431,499) | — | 81,587 | 5,657,763 | | 2023 | (10,807,024) | 9,005,447 | (6,172,630)* | — | 2,283,649 | — | 148,153 | (5,542,404) | | 2022 | (7,205,027) | 6,080,567 | (18,207,873) | — | (841,095) | — | 142,871 | (20,030,557) | | 2021 | (13,384,611) | 41,253,137 | 5,069,895 | — | 1,200,380 | — | 137,720 | 34,276,522 |
Pay Versus Performance
| * 2023 includes the impact from Mr. Toomey’s voluntary forfeiture in November 2023 of a performance-based supplemental equity award that was originally granted in December of 2021. |
Pay Versus Performance
| ** Totals may not match the sum of the preceding columns due to rounding. |
Pay Versus Performance
| (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the non-PEO NEOs included in each of the years in the table for purposes of calculating the average amounts are as follows: 2021: Messrs. Lacy, Fisher, Harry G. Alcock, our former Senior Vice President – Chief Investment Officer, and Jerry A. Davis, our former President and Chief Operations Officer; 2022: Messrs. Lacy, Fisher, and Alcock; 2023: Messrs. Lacy, Fisher, and Alcock; 2024: Messrs. Lacy, Fisher, and Alcock; and 2025: Messrs. Bragg, Lacy, Benson, and Fisher. |
Pay Versus Performance
| 2026 Proxy Statement | | 106 |
Pay Versus Performance
| (4) The dollar amounts reported in column (e) represent the average amount of compensation actually paid to the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the non-PEO NEOs as a group for each year to determine the compensation actually paid: |
Pay Versus Performance
| | Average | Average | | | | | | | Reported | Reported | | | | | | | Summary | Change in the | | | | Average | | | Compensation | Actuarial | | Average | | Compensation | | | Table Total for | Present Value | Average | Reported Value | Average | Actually Paid | | | Non-PEO | of Pension | Pension Benefit | of Equity | Equity Award | to non-PEO | | | NEOs | Benefits(a) | Adjustments(a) | Awards(b) | Adjustments(c) | NEOs | | Year | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 4,621,445 | — | — | 2,271,426 | (3,009,415) | 1,612,031 | | 2024 | 4,063,573 | — | — | 3,274,349 | 1,188,202 | 5,251,775 | | 2023 | 3,740,973 | — | — | 2,943,899 | (354,828) | 3,386,145 | | 2022 | 4,414,327 | — | — | 3,698,935 | (3,470,619) | 943,709 | | 2021 | 2,036,773 | — | — | 1,865,292 | 9,133,482 | 11,170,256 |
Pay Versus Performance
| (a) The Company does not have any defined benefit or actuarial pension plans applicable to our U.S. employees, including our NEOs. |
Pay Versus Performance
| (b) The grant date fair value of equity awards represents the average of the total amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the non-PEO NEOs for the applicable year. |
Pay Versus Performance
| (c) The amounts deducted or added in calculating the total average equity award adjustments, using the same methodology described in footnote (2)(c) above, are as follows: |
Pay Versus Performance
| | | | | | | | Average Value of | | | | | | Average Year | | | Average Fair | Dividends or | | | | | | over Year | | Average | Value at the | other | | | | Average | Average Year | Change in | Average Fair | Change in Fair | End of the Prior | Earnings Paid | | | | Grant Date | End Fair | Fair | Value as of | Value of Equity | Year of Equity | on Stock or Option | | | | Fair Value of | Value of | Value of | Vesting Date of | Awards | Awards that | Awards not | Total | | | Equity | Equity | Outstanding and | Equity Awards | Granted in Prior | Failed to Meet | Otherwise | Average | | | Awards | Awards | Unvested Equity | Granted and | Years that | Vesting | Reflected in Fair | Equity | | | Granted in the | Granted in the | Awards Granted | Vested in the | Vested in the | Conditions in | Value or Total | Award | | | Year | Year | in Prior Years | Year | Year | the Year | Compensation | Adjustments | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | (2,271,426) | 1,474,096 | (278,796) | — | 12,170 | (1,977,024) | 31,565 | (3,009,415) | | 2024 | (3,274,349) | 3,572,543 | 462,608 | 519,823 | (120,515) | — | 28,092 | 1,188,202 | | 2023 | (2,943,899) | 2,800,338 | (868,764) | — | 612,437 | — | 45,060 | (354,828) | | 2022 | (3,698,935) | 2,819,087 | (2,523,586) | — | (111,876) | — | 44,691 | (3,470,619) | | 2021 | (1,865,292) | 9,054,156 | 1,436,242 | — | 467,554 | — | 40,822 | 9,133,482 |
Pay Versus Performance
| (5) The numbers reported in column (g) represent the weighted peer group cumulative TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the FTSE NAREIT Equity Apartment Index, which is the same published industry index the Company uses for purposes of Item 201(e)(1)(ii) of Regulation S-K. |
Pay Versus Performance
| (6) The dollar amounts reported in column (h) represent the amount of net income (loss) previously disclosed in the Company’s audited GAAP financial statements for the applicable year, as required by Regulation S-X. |
Pay Versus Performance
| (7) The dollar amounts reported in column (i) represent FFOA for the applicable year. FFOA for purposes of this Pay versus Performance table is calculated as set forth in the “Definitions” section of this Proxy Statement and a reconciliation to NOI is set forth on page 123. |
Pay Versus Performance
| 2026 Proxy Statement | | 107 |
Pay Versus Performance
The illustrations below provide a graphical description of the relationship between CAP (as calculated in accordance with SEC rules) and the information presented in the Pay versus Performance table.
Pay Versus Performance
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Pay Versus Performance
| 2026 Proxy Statement | | 108 |