DEF 14A of Umh Properties, Inc., Apr 17, 2026

DEF 14A of Umh Properties, Inc.

Filed Apr 17, 2026 · FY20250001493152-26-017167

Open on EDGAR

  1. INFORMATION REGARDING DIRECTOR NOMINEES

    INFORMATION REGARDING DIRECTOR NOMINEES The following information concerning the principal occupation, other affiliations and business experience of each of the four Class II Director nominees during the last five years has been furnished to the Company by such nominee:

  2. Class II Directors with Terms Expiring in 2026

    Class II Directors with Terms Expiring in 2026

  3. Class II Directors with Terms Expiring in 2026

    | Nominee | Age | Present Position with the Company; Business Experience During Past Five Years; Other Directorships | Director Since | | Jeffrey A. Carus | 63 | Independent Director. Founder and Managing Partner of JAC Partners, LLC, a real estate investment firm (2009 to present); Founder and Managing Member of JAC Management, LLC (1998 to present). Mr. Carus’ extensive experience in real estate finance and investment is the primary reason, among others, why Mr. Carus serves on our Board. | 2011 | | Matthew I. Hirsch | 66 | Presiding Independent Director. Attorney at Law. Partner of Solow, Hartnett and Galvan (2024 to present); Law Office of Matthew I. Hirsch (1985 to 2024). Adjunct Professor of Law, Delaware Law School of Widener University (1993 to 2026); Director (2000 to 2022) of Monmouth Real Estate Investment Corporation. Mr. Hirsch’s experience with real estate transactions, legal issues relating to real estate and the real estate industry as well as his experience as a corporate director are the primary reasons, among others, why Mr. Hirsch serves on our Board. | 2013 | | Angela D. Pruitt-Marriott | 54 | Independent Director. Senior Executive and Crisis Communication Specialist at Sitrick and Company, a strategic communication firm (2014 to present). Ms. Pruitt-Marriott’s experience with media relations strategies, crisis management and strategic communications are the primary reasons, among others, why Ms. Pruitt-Marriott serves on our Board. | 2021 | | Kenneth K. Quigley, Jr. | 68 | Independent Director. Attorney at Law; President Emeritus of Curry College (2023 to present) and President of Curry College (1996 to 2023); Director of North Shore Bank (2024 to present); Director of Hometown Financial Group (2022 to present); Director of Abington Savings Bank (2022 to 2024); Director of Randolph Bancorp (2013-2022). Mr. Quigley’s management, governance, law, accounting, finance and REIT experience are the primary reasons, among others, why Mr. Quigley serves on our Board. | 2016 |

  4. Class II Directors with Terms Expiring in 2026

    Vote Required: At the Annual Meeting, the shareholders of the Company will be requested to elect four Class II Directors. A plurality of the votes cast in person or by proxy at the Annual Meeting, assuming a quorum is present, is required to elect a nominee.

  5. THE COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE “FOR” THE ELECTION OF THE FOUR NOMINEES NAMED ABOVE

    THE COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE “FOR” THE ELECTION OF THE FOUR NOMINEES NAMED ABOVE

  6. INFORMATION CONCERNING CONTINUING DIRECTORS AND EXECUTIVE OFFICERS

    INFORMATION CONCERNING CONTINUING DIRECTORS AND EXECUTIVE OFFICERS

  7. Class III Directors with Terms Expiring in 2027

    Class III Directors with Terms Expiring in 2027

  8. Class III Directors with Terms Expiring in 2027

    | Director | Age | Present Position with the Company; Business Experience During Past Five Years; Other Directorships | Director Since | | Anna T. Chew | 67 | Executive Vice President, Chief Financial Officer and Treasurer (2022 to present), Vice President and Chief Financial Officer (1995 to 2022), Chief Accounting Officer (1991 to present), Treasurer (2004 to present), Controller (1991 to 1995) and Director. Certified Public Accountant; Ms. Chew’s extensive public accounting, finance and real estate industry experience are the primary reasons, among others, why Ms. Chew serves on our Board. | 1995 | | Eugene W. Landy | 92 | Founder (1968), Chairman of the Board (1985 to present), President and Chief Executive Officer (1968 to 1995), and Director. Attorney at Law; Founder, Chairman of the Board and Director (1968 to 2022), President and Chief Executive Officer (1968 to 2013) of Monmouth Real Estate Investment Corporation. As our founder and Chairman, Mr. Landy’s unparalleled experience in real estate investing is the primary reason, among others, why Mr. Landy serves on our Board. | 1968 | | Samuel A. Landy | 65 | President and Chief Executive Officer (1995 to present), Vice President (1991-1995) and Director. Vice Chairperson of Manufactured Housing Institute’s National Communities Council (2025 to present); Attorney at Law; Director (1989 to 2022) of Monmouth Real Estate Investment Corporation. Mr. Landy’s role as our President and Chief Executive Officer and his extensive experience in real estate investment, operations management and REIT leadership are the primary reasons, among others, why Mr. Landy serves on our Board. | 1992 | | Stuart D. Levy | 56 | Independent Director. Senior Vice President of Arbor Private Construction Group (2025 to present); Director in the Real Estate Finance Group at Helaba-Landesbank Hessen-Thuringen (2024 to 2025); Vice President in the Real Estate Finance Group at Helaba-Landesbank Hessen-Thuringen (2006 to 2024). Mr. Levy’s extensive real estate background is the primary reason, among others, why Mr. Levy serves on our Board. | 2011 |

  9. Class I Directors with Terms Expiring in 2028

    Class I Directors with Terms Expiring in 2028

  10. Class I Directors with Terms Expiring in 2028

    | Director | Age | Present Position with the Company; Business Experience During Past Five Years; Other Directorships | Director Since | | Amy L. Butewicz | 42 | Independent Director. Realtor of Keller Williams Princeton Real Estate (2016 to present); Chair of the Millstone Township Agricultural Advisory Council (2020 to present); Council Member of the Millstone Township Open Space and Farmland Preservation Council (2019 to present); Chair Emeritus of the advisory board of the Rutgers University Equine Science Center (2017 to present). Dr. Butewicz’s extensive background in real estate development and sales as well as her experience working with local municipalities are the primary reasons, among others, why Dr. Butewicz serves on our Board. | 2020 | | Todd J. Clark | 48 | Independent Director. Dean of Widener University Delaware Law School (2023 to present); Senior Associate Dean of Academic Affairs and a Professor of Law at the St. Thomas University Benjamin L. Crump College of Law (2019-2023). Mr. Clark’s knowledge of corporate justice, contracts and employment law are the primary reasons, among others, why Mr. Clark serves on our Board. | 2025 | | Michael P. Landy | 64 | Director. Retired with the sale of Monmouth Real Estate Investment Corporation in March 2022. President and Chief Executive Officer (2013 to 2022) of Monmouth Real Estate Investment Corporation; Member of New York University’s REIT Center Board of Advisors (2013 to present), Member of Nareit’s Advisory Board of Governors (2018 to 2022). Mr. Landy’s extensive experience in real estate finance, investment, capital markets and operations management are the primary reasons, among others, why Mr. Landy serves on our Board. | 2011 | | William E. Mitchell | 59 | Independent Director. General Partner and Co-CIO of Strategy Capital (2025 to present); Director of Aztec Land & Cattle (2025-present); General Partner of Strategy Capital (2019 to 2024). General Partner of Mitchell Portfolio Management (2012 to 2019). Mr. Mitchell’s knowledge of investment analysis, cybersecurity and computer technology are the primary reasons, among others, why Mr. Mitchell serves on our Board. | 2019 |

  11. Engagement of Compensation Consultant

    Engagement of Compensation Consultant The Compensation Committee is authorized to retain the services of one or more executive compensation consultants, in its discretion, to assist with the establishment and review of our compensation programs and related policies. The Compensation Committee has sole authority to hire, terminate and set the terms of any future engagement of any compensation consultant. In 2025, the Company retained a compensation consultant, Korn Ferry (“KF”), to review the compensation practices for the Company’s executive officers, to provide guidance as to director compensation, to analyze the Company’s peer group and to consult with the Committee with respect to the amount of compensation for our executive officers. The Committee determined that the amount of compensation that KF was paid for their services was reasonable and customary.

  12. Peer Group

    Peer Group In order to help our shareholders fairly evaluate our executive compensation in light of our relative economic performance, we have selected a peer group of REITs with whom we compete for executive employees, based upon a number of quantitative and qualitative factors including, but not limited to, total market capitalization, industry, enterprise value and total shareholder return history. We have also taken into consideration the peer decisions made by other companies. This peer group has also been approved by our Compensation Committee on the recommendation of our compensation consultant, KF. The peer group of comparable REITs (“Comparable REITs”) is as follows:

  13. Peer Group

    | Symbol | Company Name | Industry | | AAT | American Assets Trust, Inc. | Office, Retail and Multifamily | | AHH | Armada Hoffler Properties, Inc. | Multifamily and Office | | BNL | Broadstone Net Lease, Inc. | Diversified REIT | | CHCT | Community Healthcare Trust Inc. | Healthcare | | CIO(1) | City Office REIT Inc. | Office | | CSR | Centerspace | Multifamily | | CTRE | CareTrust REIT Inc. | Multifamily and Healthcare | | ELME(2) | Elme Communities | Multifamily | | EPRT | Essential Properties Realty Trust, Inc. | Diversified REIT | | IRT | Independence Realty Trust Inc. | Multifamily | | LTC | LTC Properties, Inc. | Healthcare | | NHI | National Health Investors, Inc. | Healthcare | | TRNO | Terreno Realty Corporation | Industrial |

  14. Peer Group

    | (1) City Office REIT Inc. shareholders approved a merger agreement to be acquired by MCME Carell on October 16, 2025. The acquisition was completed on January 9, 2026. | | (2) Elme Communities shareholders approved the Company’s Voluntary Plan of Sale and Liquidation on October 30, 2025. |

  15. Peer Group

    Pay for Performance: Total Shareholder Return From 1968 through 2025, the Company has delivered consistent and reliably strong returns for its shareholders. The Company has been the best performing publicly traded manufactured housing REIT and one of the top performing publicly traded REITs, based upon total shareholder return, for the past 3-, 5- and 10-year periods.(1) Over the past five years, the Company has generated total returns to its shareholders of approximately 35.5% (approximately 7% per annum) which is greater than the 28% return of the Comparable REITs and comparable to the 37.5% return of the MSCI REIT index (RMS) over that same period.2, 3 (1)Source: KeyBanc “The Leaderboard” publication dated December 31, 2025. (2)Source: S&P Global Market Intelligence. (3)REIT index represents RMS, which is a total return variant of the MSCI U.S. REIT Index (RMZ), and is a free float-adjusted market capitalization weighted index that is comprised of equity REITs and calculated with dividends reinvested on a daily basis. Over the same five-year period, and as depicted in the following graphs, the Company has grown its Community Net Operating Income by 64%, total revenue by 58% and increased its total market capitalization by 54%. The following graph demonstrates our strong total return performance over the 10-year period, as of December 31, 2025, compared to the total return performance of the Comparable REITs and MSCI US REIT Index (RMS). Total Return Performance reflects stock price appreciation and dividend reinvestment. Source: S&P Global Market Intelligence Lesser Pay for Greater Performance While the Company has outperformed its peers and rewarded its shareholders with its substantial total returns, our CEO’s total compensation in 2025 was below the median and average total executive compensation of the CEOs for the Comparable REITs, disclosed in their proxy summary compensation tables, and of CEOs for REITs in the residential property sector and with similar total capitalizations and number of employees based upon the Survey. Further, total executive compensation for our CEO was below the 25th percentile of CEOs for REITs in the residential property sector and with similar numbers of full-time employees, based upon the Survey. The Company has consistently outperformed the Comparable REITs and RMS index over the past 10-year period with total returns of approximately 160%. It has also performed similarly to the Comparable REITs and the RMS Index over the past 5-year period. While it has slightly underperformed over the past 1- and 3-year periods, in 2025 the Company raised significant amounts of capital, including an $80.2 million bond offering in Israel and refinancing of 17 communities with Fannie Mae for total proceeds of approximately $193 million. The Company also acquired five communities with an average occupancy of 70%. As we put the capital to use and integrate these acquisitions and execute on our business plan, we believe our earnings and, accordingly, the Company’s performance will improve. The Compensation Committee regularly reviews all elements of the compensation paid to our NEOs. The Committee believes that the Company’s present compensation programs, as presented in the Compensation Discussion and Analysis section and the accompanying tables and related narrative disclosure in this Proxy Statement, promote in the best manner possible, our business objectives while aligning the interests of the NEOs with our shareholders to ensure continued positive financial results. Our results support this conclusion. By adhering to a business plan that has emphasized manufactured home communities, coupled with a strong balance sheet, the Company has continued to grow and deliver positive results to its shareholders. The Company is proud of its long-term record of dividends and profitability. The compensation programs for our named executives are a key ingredient in motivating these executives to continue to deliver such results.

  16. Compensation Philosophy and Objectives

    | ● | establishing a plan that attracts, retains and motivates executives through compensation that is competitive with a peer group of other publicly traded REITs; |

  17. Role of Grants of Stock Options and Restricted Stock in Compensation Analysis

    Role of Grants of Stock Options and Restricted Stock in Compensation Analysis The Committee views the grant of stock options and restricted stock awards as a form of long-term compensation. The Committee believes that such grants promote the Company’s goal of retaining key employees and align the key employee’s interests with those of the Company’s shareholders from a long-term perspective. The number of stock options or shares of restricted stock granted to each eligible employee is determined by consideration of various factors including, but not limited to, the eligible employee’s contributions to the Company, title, responsibilities and years of service. The Committee takes outstanding awards of stock options and restricted stock into account in making its compensation determinations.

  18. Role of Employment Agreements in Determining Executive Compensation

    Role of Employment Agreements in Determining Executive Compensation Each NEO is party to an employment agreement with the Company. These agreements provide for base salaries, bonuses and customary fringe benefits. The employment agreements also provide for certain severance benefits if the NEO’s employment is terminated by the Company other than for cause, by the employee for good reason or due to the employee’s death or disability. Such severance benefits are designed to alleviate the financial impact of a termination of employment, with the intent of providing for a stable work environment. Other key elements of the Company’s compensation program for the NEOs are stock options, restricted stock awards and other benefits. Each of these is addressed separately below. In determining initial compensation, the Committee considers all elements of a NEO’s total compensation package in comparison to current market practices and other benefits. In reviewing and setting compensation for the NEOs, the Committee takes the terms of the employment agreements into consideration.

  19. Bonuses

    Bonuses

  20. Short-Term Incentive Program (“STIP”)

    Short-Term Incentive Program (“STIP”) Each NEO, excluding Eugene W. Landy, is entitled to earn an annual cash bonus. For 2025 our eligible NEOs’ threshold, target, and maximum bonus amounts (shown as a percentage of base salary) were as follows:

  21. Short-Term Incentive Program (“STIP”)

    | NEO | Threshold | Target | Max | | Eugene W. Landy | 0% | 0% | 0% | | Samuel A. Landy | 50% | 100% | 150% | | Anna T. Chew | 50% | 100% | 150% | | Craig Koster | 30% | 60% | 90% | | Brett Taft | 30% | 60% | 90% |

  22. Short-Term Incentive Program (“STIP”)

    Seventy-five percent of each eligible NEO’s annual cash bonus is based on the year-over-year increase in our Normalized Funds from Operations (“Normalized FFO”) per diluted share, as reflected in our year-end audited financial statements, which does not include any gains or losses from the stock portfolio. The Company considers Funds from Operations (“FFO”) and Normalized FFO to be important measures of an equity REIT’s operating performance. We define FFO as net income (loss) attributable to common shareholders, as defined by accounting principles generally accepted in the U.S. (“U.S. GAAP”), excluding extraordinary items, as defined under U.S. GAAP, gains or losses from sales of previously depreciated real estate assets, impairment charges related to depreciable real estate assets, the change in the fair value of marketable securities and the gain or loss on the sale of marketable securities plus certain non-cash items such as real estate asset depreciation and amortization. We define Normalized FFO as FFO excluding one-time charges. FFO and Normalized FFO exclude historical cost depreciation as an expense and may facilitate the comparison of REITs which have a different cost basis. However, other REITs may use different methodologies to calculate FFO and Normalized FFO, accordingly, our FFO and Normalized FFO may not be comparable to all other REITs. The Company considers FFO and Normalized FFO to be meaningful measures of operating performance primarily because they exclude the assumption that the value of its real estate assets diminishes predictably over time and because industry analysts have accepted these as performance measures.

  23. Short-Term Incentive Program (“STIP”)

    | Normalized FFO Per Share Increase | Threshold 1%-4.99% | Target 5%-9.99% | Max >10% |

  24. Short-Term Incentive Program (“STIP”)

    Normalized FFO for the year ended December 31, 2025, was $80.1 million, or $0.95 per diluted share, as compared to $69.5 million, or $0.93 per diluted share, for the year ended December 31, 2024. As a result, the Company was deemed to have achieved the “Threshold” metric for 2025 with a 2% year-over-year increase in Normalized FFO per share. Twenty-five percent of each eligible NEO’s annual cash bonus is based on the Compensation Committee’s consideration of individual and company performance factors such as total shareholder return metrics, occupancy growth, same property NOI growth, sales growth, general and administrative expense management, growth of rental homes, acquisition targets, expansions and development of sites (including by the Company’s joint venture with Nuveen Real Estate), capital raising/refinancing and ESG. The Committee considered management’s report on the Company’s 2025 achievements in financial performance, strategic growth and financial position, and the role of each NEO in delivering these achievements. The factors that were considered included the progress that was made by the Company during 2025 due to the efforts of management, described in the Business Highlights section on page 5 of this proxy statement. The Committee decided to award 100% of the remaining 25% of the “Target” cash bonus set forth above for each NEO based on the financial performance of the Company and the individual performance achieved in 2025.

  25. Discretionary Holiday Bonuses

    Discretionary Holiday Bonuses The Company has the discretion to award year-end holiday bonuses to all eligible employees, including the NEOs, based on overall Company performance. In 2025, holiday bonuses equal to two weeks of base salary were granted to the NEOs.

  26. Long-Term Incentive Program (“LTIP”)

    Long-Term Incentive Program (“LTIP”) The performance period for our most recently completed LTIP began on January 1, 2023, and ended on December 31, 2025. Under our LTIP, each NEO, except for Eugene W. Landy, received three equally size equity grants on January 7, 2025, consisting of (1) a time-based restricted stock (“Restricted Stock”) award, (2) a performance-based Stock Unit (“PSU”) award that vests upon the achievement of strategic milestones (“PSU-Strategic”), and (3) a PSU award that vests based on total shareholder return (“PSU-TSR”) (“Restricted Stock” and “PSU” awards are sometimes referred to herein together as “restricted stock” awards). The NEOs are entitled to receive dividends and other distributions payable with respect to the restricted stock awards, provided, that any such dividend or payment will be reinvested in additional Common Shares, which will be transferred to the NEO upon the vesting of any such restricted stock award. Time-Based Award The Restricted Stock award granted in 2025 to each NEO, except for Eugene W. Landy, was set to vest on the one year anniversary of the date of grant, subject to the NEO’s continued employment through such date. Performance-Based Strategic Milestones Awards The PSU-Strategic award was set to vest on the date on which the Company filed its Form 10-K for the year ended December 31, 2025, based on the achievement of certain performance metrics as follows:

  27. Long-Term Incentive Program (“LTIP”)

    | Metric | Criteria | | Normalized FFO Growth Per Share | 10% | | Total Shareholder Return | 15% | | Same Property Occupancy Increase | 150 bp | | NOI Growth | 10% | | Sales Increase | 15% | | Acquisitions (not including Development) | $50 million | | Development | 600 sites, including JVs, OZ, etc. | | Capital Raising | $150 million | | ESG | Must satisfy all three of the following: 1) An improvement of at least two ISS Quality Score metrics; 2) Retrofitting at least 30 communities with LED lighting and/or rental homes with smart energy saving devices; and 3) Submetering at least 10 communities to promote water conservation. |

  28. Long-Term Incentive Program (“LTIP”)

    The number of shares to be issued would be based on the number of metrics met as follows:

  29. Long-Term Incentive Program (“LTIP”)

    | Metrics Met | Threshold 4 of 9 | Target 6 of 9 | Max 9 of 9 |

  30. Long-Term Incentive Program (“LTIP”)

    Performance-Based Relative Total Shareholder Return Awards The PSU-TSR award was set to vest on the date on which the Company filed its Form 10-K for the year ended December 31, 2025, based upon the relative TSR of the Company as compared to the MSCI US REIT Index as follows:

  31. Long-Term Incentive Program (“LTIP”)

    | TSR Performance | Threshold 25th percentile | Target 55th percentile | Max 75th percentile |

  32. Long-Term Incentive Program (“LTIP”)

    Voluntary Surrender of Awards On October 28, 2025, the applicable NEOs voluntarily surrendered the Restricted Stock awards, PSU-Strategic awards, and PSU-TSR awards that were granted on January 7, 2025. If the 2025 PSU-Strategic awards and PSU-TSR awards had not been surrendered, the Company would have been deemed to have achieved the “Threshold” metric for both the PSU-Strategic and PSU-TSR awards. Specifically, the Company would have been deemed to have met eight out of nine of the performance metrics and its total shareholder return was in the 57th percentile. Stock Options The Committee may also grant our NEOs, including Eugene W. Landy, annual stock option awards of up to 50,000 underlying shares (or in the case of Mr. Landy, 100,000 underlying shares) that vest annually over five years, to encourage retention. In June of 2025, the Committee determined it was in the best interests of the Company to award the NEOs, excluding Samuel A. Landy, stock options. Eugene W. Landy was granted a stock option to purchase 100,000 Common Shares, and each other applicable NEO was granted a stock option to purchase 50,000 Common Shares.

  33. Payments upon Termination or Change in Control

    Payments upon Termination or Change in Control In addition, the NEOs’ employment agreements each contain provisions relating to change in control events and severance upon termination. These change in control and severance terms are designed to promote stability and continuity of senior management. Information regarding these provisions is included in “Employment Agreements” provided below in this Proxy Statement.

  34. Summary Compensation Table

    Summary Compensation Table The following Summary Compensation Table shows compensation paid by the Company for services rendered during 2025, 2024, and 2023 to our NEOs:

  35. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Option Awards ($) (3) | Non-equity Incentive Plan Compensation ($) (4) | All Other Compensation ($) (5) | Total ($) | | Eugene W. | 2025 | 250,000 | 145,115 | - | 337,000 | - | 50,000 | 782,115 | | Landy | 2024 | 250,000 | 130,615 | - | 272,000 | - | 50,000 | 702,615 | | Founder and Chairman of the Board | 2023 | 250,000 | 119,615 | - | 232,500 | - | 50,000 | 652,115 | | Samuel A. Landy | 2025 | 842,600 | 137,636 | 1,599,998 | - | 315,750 | 13,800 | 2,909,784 | | President and Chief Executive | 2024 | 842,600 | 243,036 | 1,778,812 | - | 631,950 | 13,200 | 3,509,598 | | Officer | 2023 | 766,000 | 220,962 | 1,776,111 | 91,450 | 574,500 | 12,200 | 3,441,223 | | Anna T. Chew | 2025 | 650,100 | 106,266 | 1,249,995 | 168,500 | 243,787 | 13,800 | 2,432,448 | | EVP and Chief | 2024 | 650,100 | 187,529 | 1,389,692 | 136,000 | 487,575 | 13,200 | 2,864,096 | | Financial Officer | 2023 | 591,000 | 170,481 | 1,387,586 | 232,500 | 443,250 | 12,200 | 2,837,017 | | Craig Koster | 2025 | 467,500 | 53,043 | 194,995 | 168,500 | 105,187 | 13,800 | 1,003,025 | | EVP, General Counsel and | 2024 | 467,500 | 88,106 | 216,795 | 136,000 | 210,375 | 13,200 | 1,131,976 | | Secretary | 2023 | 425,000 | 80,096 | 216,463 | 232,500 | 191,250 | 12,200 | 1,157,509 | | Brett Taft | 2025 | 429,000 | 48,675 | 229,993 | 168,500 | 96,525 | 13,800 | 986,493 | | EVP and Chief | 2024 | 429,000 | 80,850 | 255,725 | 136,000 | 193,050 | 13,200 | 1,107,825 | | Operating Officer | 2023 | 390,000 | 73,500 | 255,316 | 232,500 | 175,500 | 12,200 | 1,139,016 |

  36. Summary Compensation Table

    | (1) Represents holiday bonuses (two weeks base salary) which are typically given to all employees. For Eugene W. Landy, this amount also includes compensation for his service as Chairman of the Board and, for all other NEOs, this amount also includes a bonus award equal to 25% of the NEO’s STIP target. These amounts for 2023 and 2024 have been revised from the disclosures in prior years’ proxy statements, which inadvertently included 25% of the NEO’s STIP target in the “Non-Equity Incentive Plan Compensation” column. |

  37. Summary Compensation Table

    | (2) Represents the aggregate grant date fair value of Restricted Stock, PSU-Strategic, and PSU-TSR awards granted in 2025, computed in accordance with FASB ASC 718. Refer to Note 8 to our consolidated financial statements in our annual report on Form 10-K for the 2025 fiscal year for a discussion of the relevant assumptions used in calculating the values. These awards were granted to the NEO on January 7, 2025, and were voluntarily surrendered by the NEO back to the Company on October 28, 2025, prior to vesting. | | (3) Represents the grant date fair value of a stock option award granted in 2025, computed in accordance with FASB ASC 718 Refer to Note 8 to our consolidated financial statements in our annual report on Form 10-K for the 2025 fiscal year for a discussion of the relevant assumptions used in calculating the value. | | (4) Represents the NEO’s STIP bonus based on 2025 performance. These amounts for 2023 and 2024 have been revised from the disclosures in prior years’ proxy statements, which inadvertently included 25% of the NEO’s STIP target in the “Non-Equity Incentive Plan Compensation” column. | | (5) Represents for (i) Eugene W. Landy, a retirement benefit of $50,000, and (ii) all other NEOs, discretionary contributions by the Company to the Company’s 401(k) plan allocated to the NEO’s account. |

  38. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth, for the Named Executive Officers in the Summary Compensation Table, information regarding individual grants of plan-based awards for the year ended December 31, 2025:

  39. Grants of Plan-Based Awards

    | | | | Estimated Future Payments Under Non-Equity Incentive Plan Awards ($) (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards ($) (2) | | | All Other Stock Awards: Number of Shares of Stock | All Other Option Awards: Number of Securities Under- lying | Option Exercise | Grant Date Fair Value of Stock & Option | | | Pro- | Grant | Thresh- | | Maxi- | Thresh- | | Maxi- | or Units | Options | Price | Awards | | Name | gram | Date | old | Target | mum | old | Target | mum | (#) (3) | (#) (4) | ($) (4) | ($) (5) | | Eugene | Options | 6/16/25 | | | | | | | | 100,000 | 16.86 | 337,000 | | W. Landy | | | | | | | | | | | | | | Samuel | STIP | | 315,975 | 631,950 | 947,925 | | | | | | | | | A. Landy | RSU | 1/7/25 | | | | | | | 29,304 | | | 533,333 | | | PSU-Strategic | 1/7/25 | | | | 14,652 | 29,304 | 58,608 | | | | 533,333 | | | PSU-TSR | 1/7/25 | | | | 14,651 | 29,303 | 58,608 | | | | 533,334 | | Anna | STIP | | 243,788 | 487,575 | 731,363 | | | | | | | | | T. Chew | RSU | 1/7/25 | | | | | | | 22,894 | | | 416,667 | | | PSU-Strategic | 1/7/25 | | | | 11,447 | 22,894 | 45,788 | | | | 416,667 | | | PSU-TSR | 1/7/25 | | | | 11,446 | 22,893 | 45,788 | | | | 416,667 | | | Options | 6/16/25 | | | | | | | | 50,000 | 16.86 | 168,500 | | Craig | STIP | | 105,188 | 210,375 | 315,563 | | | | | | | | | Koster | RSU | 1/7/25 | | | | | | | 3,571 | | | 65,000 | | | PSU-Strategic | 1/7/25 | | | | 1,786 | 3,571 | 7,143 | | | | 65,000 | | | PSU-TSR | 1/7/25 | | | | 1,785 | 3,570 | 7,143 | | | | 65,000 | | | Options | 6/16/25 | | | | | | | | 50,000 | 16.86 | 168,500 | | Brett | STIP | | 96,525 | 193,050 | 289,575 | | | | | | | | | Taft | RSU | 1/7/25 | | | | | | | 4,212 | | | 76,667 | | | PSU-Strategic | 1/7/25 | | | | 2,106 | 4,212 | 8,425 | | | | 76,667 | | | PSU-TSR | 1/7/25 | | | | 2,105 | 4,211 | 8,425 | | | | 76,666 | | | Options | 6/16/25 | | | | | | | | 50,000 | 16.86 | 168,500 |

  40. Grants of Plan-Based Awards

    | (1) Represents possible payments of 75% of the STIP awards based upon the annual increase in Normalized FFO per share. | | (2) Represents the PSU-Strategic and PSU-TSR awards that were granted on January 7, 2025, but were voluntarily surrendered on October 28, 2025, prior to vesting. | | (3) Represents a Restricted Stock award that was granted on January 7, 2025, but was voluntarily surrendered on October 28, 2025, prior to the lapse of forfeiture restrictions. |

  41. Grants of Plan-Based Awards

    | (4) Represents the number of Common Shares underlying a stock option award that vests annually over five years. The exercise price was based on the Company’s closing stock price on the date of grant. | | (5) See Notes (2) and (3) to the “Summary Compensation Table” above for further information on the value and other terms of the PSU-Strategic, PSU-TSR, Restricted Stock, and stock option awards granted in 2025. |

  42. 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 Our executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and the Grants of Plan-Based Awards Table was paid or awarded to our NEOs, are described above under “Compensation Discussion and Analysis” and below under “Employment Agreements.”

  43. Outstanding Equity Awards at Year-End

    Outstanding Equity Awards at Year-End The following table sets forth for the NEOs in the Summary Compensation Table, information regarding stock options and stock awards outstanding on December 31, 2025, and held by the NEOs:

  44. Outstanding Equity Awards at Year-End

    | | | Option Awards | | | | Stock Awards | | | | | | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Shares That Have Not Vested (#) | Market Value of Shares or Units of Shares That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | | Eugene W. Landy | 4/4/17 | 100,000 | - | 15.04 | 4/4/27 | - | - | - | - | | | 4/2/18 | 100,000 | - | 13.09 | 4/2/28 | - | - | - | - | | | 4/2/19 | 100,000 | - | 13.90 | 4/2/29 | - | - | - | - | | | 3/25/20 | 100,000 | - | 9.70 | 3/25/30 | - | - | - | - | | (1) | 7/14/21 | 80,000 | 20,000 | 22.57 | 7/14/31 | - | - | - | - | | (1) | 9/9/22 | 60,000 | 40,000 | 18.52 | 9/9/32 | - | - | - | - | | (1) | 3/21/23 | 30,000 | 45,000 | 14.36 | 3/21/33 | - | - | - | - | | (1) | 3/26/24 | 20,000 | 80,000 | 15.66 | 3/26/34 | - | - | - | - | | (1) | 6/16/25 | - | 100,000 | 16.86 | 6/16/35 | - | - | - | - | | Samuel A. Landy | 1/19/17 | 50,000 | - | 14.25 | 1/19/27 | - | - | - | - | | | 4/4/17 | 50,000 | - | 15.04 | 4/4/27 | - | - | - | - | | | 4/2/18 | 50,000 | - | 13.09 | 4/4/28 | - | - | - | - | | (1) | 3/21/23 | 11,800 | 17,700 | 14.36 | 3/21/33 | - | - | - | - | | (2) | 3/18/21 | - | - | - | - | 10,940 | 174,055 | - | - | | (2) | 3/25/22 | - | - | - | - | 17,320 | 275,561 | - | - | | (2) | 3/21/23 | - | - | - | - | 32,820 | 522,166 | - | - | | (3) | 3/26/24 | - | - | - | - | 11,860 | 188,693 | - | - | | (3) | 3/26/24 | - | - | - | - | 17,817 | 283,461 | - | - | | (4) | 3/26/24 | - | - | - | - | - | - | 35,579 | 566,062 | | (4) | 3/26/24 | - | - | - | - | - | - | 35,379 | 566,062 | | (4) | 3/26/24 | - | - | - | - | - | - | 35,634 | 566,937 | | (4) | 3/26/24 | - | - | - | - | - | - | 35,634 | 566,937 | | Anna T. Chew | 1/19/17 | 10,000 | - | 14.25 | 1/19/27 | - | - | - | - | | | 4/4/17 | 50,000 | - | 15.04 | 4/4/27 | - | - | - | - | | | 4/2/19 | 50,000 | - | 13.90 | 4/2/29 | - | - | - | - | | | 3/25/20 | 20,000 | - | 9.70 | 3/25/30 | - | - | - | - | | (1) | 7/14/21 | 40,000 | 10,000 | 22.57 | 7/14/31 | - | - | - | - | | (1) | 3/28/22 | 23,400 | 15,600 | 23.81 | 3/28/32 | - | - | - | - | | (1) | 3/21/23 | 30,000 | 45,000 | 14.36 | 3/21/33 | - | - | - | - | | (1) | 3/26/24 | 10,000 | 40,000 | 15.66 | 3/26/24 | - | - | - | - | | (1) | 6/16/25 | - | 50,000 | 16.86 | 6/16/35 | - | - | - | - | | (2) | 3/18/21 | - | - | - | - | 8,760 | 139,372 | - | - | | (2) | 3/25/22 | - | - | - | - | 13,880 | 220,831 | - | - | | (2) | 3/21/23 | - | - | - | - | 26,280 | 418,115 | - | - | | (3) | 3/26/24 | - | - | - | - | 9,266 | 147,414 | - | - | | (3) | 3/26/24 | - | - | - | - | 13,919 | 221,451 | - | - | | (4) | 3/26/24 | - | - | - | - | - | - | 27,796 | 442,234 | | (4) | 3/26/24 | - | - | - | - | - | - | 27,796 | 442,234 | | (4) | 3/26/24 | - | - | - | - | - | - | 27,839 | 442,918 | | (4) | 3/26/24 | - | - | - | - | - | - | 27,839 | 442,918 | | Craig Koster | 4/4/17 | 20,000 | - | 15.04 | 4/4/27 | - | - | - | - | | | 4/2/18 | 20,000 | - | 13.09 | 4/2/28 | - | - | - | - | | | 1/2/19 | 20,000 | - | 11.42 | 1/2/29 | - | - | - | - | | | 3/25/20 | 30,000 | - | 9.70 | 3/25/30 | - | - | - | - | | (1) | 7/14/21 | 40,000 | 10,000 | 22.57 | 7/14/31 | - | - | - | - | | (1) | 3/28/22 | 23,400 | 15,600 | 23.81 | 3/28/32 | - | - | - | - | | (1) | 3/21/23 | 30,000 | 45,000 | 14.36 | 3/21/33 | - | - | - | - | | (1) | 3/26/24 | 10,000 | 40,000 | 15.66 | 3/26/34 | - | - | - | - | | (1) | 6/16/25 | - | 50,000 | 16.86 | 6/16/35 | - | - | - | - | | (2) | 1/13/21 | - | - | - | - | 1,000 | 15,910 | - | - | | (2) | 3/18/21 | - | - | - | - | 1,000 | 15,910 | - | - | | (2) | 1/12/22 | - | - | - | - | 2,000 | 31,820 | - | - | | (2) | 1/11/23 | - | - | - | - | 3,000 | 47,730 | - | - | | (3) | 3/26/24 | - | - | - | - | 1,446 | 22,998 | - | - | | (3) | 3/26/24 | - | - | - | - | 2,172 | 34,549 | - | - | | (4) | 3/26/24 | - | - | - | - | - | - | 4,336 | 68,986 | | (4) | 3/26/24 | - | - | - | - | - | - | 4,336 | 68,986 | | (4) | 3/26/24 | - | - | - | - | - | - | 4,343 | 69,097 | | (4) | 3/26/24 | - | - | - | - | - | - | 4,343 | 69,097 | | Brett Taft | 4/4/17 | 20,000 | - | 15.04 | 4/4/27 | - | - | - | - | | | 4/2/18 | 20,000 | - | 13.09 | 4/2/28 | - | - | - | - | | | 1/2/19 | 40,000 | - | 11.42 | 1/2/29 | - | - | - | - | | | 3/25/20 | 50,000 | - | 9.70 | 3/25/30 | - | - | - | - | | (1) | 7/14/21 | 40,000 | 10,000 | 22.57 | 7/14/31 | - | - | - | - | | (1) | 3/28/22 | 23,400 | 15,600 | 23.81 | 3/28/32 | - | - | - | - | | (1) | 3/21/23 | 30,000 | 45,000 | 14.36 | 3/21/33 | - | - | - | - | | (1) | 3/26/24 | 10,000 | 40,000 | 15.66 | 3/26/34 | - | - | - | - | | (1) | 6/16/25 | - | 50,000 | 16.86 | 6/16/35 | - | - | - | - | | (2) | 1/13/21 | - | - | - | - | 1,000 | 15,910 | - | - | | (2) | 3/18/21 | - | - | - | - | 1,000 | 15,910 | - | - | | (2) | 1/12/22 | - | - | - | - | 2,000 | 31,820 | - | - | | (2) | 1/11/23 | - | - | - | - | 3,000 | 47,730 | - | - | | (3) | 3/26/24 | - | - | - | - | 1,705 | 27,119 | - | - | | (3) | 3/26/24 | - | - | - | - | 2,562 | 40,753 | - | - | | (4) | 3/26/24 | - | - | - | - | - | - | 5,115 | 81,380 | | (4) | 3/26/24 | - | - | - | - | - | - | 5,115 | 81,380 | | (4) | 3/26/24 | - | - | - | - | - | - | 5,122 | 81,491 | | (4) | 3/26/24 | - | - | - | - | - | - | 5,122 | 81,491 |

  45. Outstanding Equity Awards at Year-End

    | (1) Represents stock options that vest annually over five years, subject to continued employment through each such vesting date or an earlier qualifying termination. | | (2) Represents Restricted Stock awards that vest annually over five years, subject to continued employment through each such vesting date or an earlier qualifying termination. |

  46. Outstanding Equity Awards at Year-End

    | (3) Represents Restricted Stock awards that vest in two equal installments on the first and second anniversaries of the date of grant, subject to continued employment through each such vesting date or an earlier qualifying termination. | | (4) Represents the target number of PSUs that could have been earned for the applicable performance period (January 1, 2023, through December 31, 2025). The PSUs were actually earned at threshold because at the end of the performance period, the Company was deemed to have met eight out of nine of the performance metrics and its total shareholder return was in the 57th percentile. The PSUs vested on the date on which the Company filed its Form 10-K for the year ended December 31, 2025. |

  47. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth summary information concerning option exercises and vesting of stock awards for each of the NEOs during the year ended December 31, 2025:

  48. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Eugene W. Landy | - | - | - | - | | Samuel A. Landy | - | - | 69,652 | 1,269,548 | | Anna T. Chew | - | - | 55,166 | 1,005,371 | | Craig Koster | - | - | 9,779 | 177,387 | | Brett Taft | - | - | 10,461 | 189,997 |

  49. Option Exercises and Stock Vested

    | (1) Value realized is calculated by multiplying the number of shares vested by the closing price of the underlying shares on the NYSE on the vesting date. |

  50. Potential Payments upon Termination of Employment under the Employment Agreements

    Potential Payments upon Termination of Employment under the Employment Agreements The table below reflects the amounts that would be payable to our NEOs in connection with certain employment terminations, in connection with, and not in connection with, a change in control, in each case assuming the triggering event were to occur on December 31, 2025. These disclosed amounts are estimates only and do not necessarily reflect the actual amounts that would be paid to the NEOs, which would only be known at the time that they become eligible for payment and would only be payable if a termination of employment, or voluntary resignation, were to occur.

  51. Potential Payments upon Termination of Employment under the Employment Agreements

    | | | Voluntary Resignation or Termination for Cause | Termination Not for Cause or Voluntary Resignation for Good Reason | Termination Not for Cause or Voluntary Resignation for Good Reason in Connection with a Change of Control | Termination as a Result of Disability | Termination as a Result of Death | | Eugene W. Landy | Cash Payment | 450,000(1) | 450,000(1) | 1,650,000(2) | 750,000(3) | 450,000(3) | | Samuel A. Landy | Cash Payment | - | 5,383,786(4) | 5,383,786(5) | 2,075,262(6) | 2,075,262(6) | | | Vesting of Equity Awards(7) | | 4,182,087 | 4,193,106 | 2,116,793 | 2,116,793 | | | Total | | 9,565,873 | 9,576,892 | 4,192,055 | 4,192,055 | | Anna T. Chew | Cash Payment | - | 4,188,954(4) | 4,188,954(5) | 1,613,018(6) | 1,613,018(6) | | | Vesting of Equity Awards(7) | | 3,286,354 | 3,277,276 | 1,668,927 | 1,668,927 | | | Total | | 7,475,308 | 7,466,230 | 3,281,945 | 3,281,945 | | Craig Koster | Cash Payment | - | 2,096,231(4) | 2,096,231(5) | 792,244(6) | 792,244(6) | | | Vesting of Equity Awards(7) | | 579,879 | 581,659 | 266,381 | 266,381 | | | Total | | 2,676,110 | 2,677,890 | 1,058,624 | 1,058,624 | | Brett Taft | Cash Payment | - | 1,923,600(4) | 1,923,600(5) | 727,000(6) | 727,000(6) | | | Vesting of Equity Awards(7) | | 650,105 | 567,657 | 320,133 | 320,133 | | | Total | | 2,573,705 | 2,491,257 | 1,047,133 | 1,047,133 |

  52. Potential Payments upon Termination of Employment under the Employment Agreements

    | (1) Consists of severance payments of $450,000, with $150,000 payable on the termination date and on each of the first two anniversaries of the termination date. | | (2) Mr. Landy will receive a lump-sum payment of $1,200,000 in the event of a change in control, provided that the sale price of the Company is at least $16 per share of common stock (which would not have been payable had the closing share price of $15.91 on December 31, 2025, been the sale price). In addition, if Mr. Landy’s employment agreement is terminated, he will receive severance payments of $450,000, with $150,000 payable on the termination date and on each of the first two anniversaries of the termination date. | | (3) Mr. Landy will receive disability payments equal to his base salary for a period of three years, payable in monthly installments. Mr. Landy has a death benefit of $450,000 payable to Mr. Landy’s beneficiary (with $100,000 payable thirty days after death and the balance one year after death). | | (4) Represents three times the sum of (i) the NEO’s base salary as in effect for the calendar year in which the termination occurs; plus (ii) the average of the annual cash bonus amounts earned by the NEO over the three year period immediately preceding the year in which the NEO’s termination occurs. |

  53. Potential Payments upon Termination of Employment under the Employment Agreements

    | (5) Represents any unpaid cash bonus payable to the NEO for any completed year; plus three times the sum of (i) the NEO’s base salary as in effect for the calendar year in which the termination occurs; plus (ii) the average of the annual cash bonus amounts earned by the NEO over the three year period immediately preceding the year in which the NEO’s termination occurs. The cash severance shall be a lump sum payment provided that it would not violate Section 409A of the Internal Revenue Code of 1986, as amended. | | (6) Represents one (1) time the sum of (i) the NEO’s base salary as in effect for the calendar year in which the termination occurs plus (ii) the average of the annual cash bonus amounts earned by the NEO over the three year period immediately preceding the year in which the NEO’s termination occurs. The cash severance shall be made in twelve consecutive and equal monthly installments. | | (7) Reflects the value of the accelerated vesting of certain outstanding unvested equity awards. See “Employment Agreements” above for a discussion of the treatment of the equity upon the different terminations. The value of such accelerated vesting with respect to the equity awards reported in this table is based upon our closing share price of $15.91 on December 31, 2025. The NEO would also be entitled to accrued but unpaid dividends. |

  54. Director Compensation

    Director Compensation During 2025, non-employee directors received a fixed annual cash retainer of $60,500 and an annual equity retainer in the form of fully vested Common Shares having a grant date fair value equal to $75,000, and the Presiding Director was awarded an additional annual cash retainer of $12,100. Those retainer amounts were paid on a quarterly basis in arrears. Directors who also served as NEOs for UMH were not entitled to any compensation for serving on the Board, with the exception of our Founder and Chairman of the Board, Eugene W. Landy. The following compensation was paid to the directors for service during 2025:

  55. Director Compensation

    | ● | Audit committee chairperson: $24,200 | | ● | Compensation committee chairperson: $18,150 | | ● | Nominating and Corporate Responsibility committee chairperson: $12,100 | | ● | Retirement Plan committee chairperson: $12,100 | | ● | Audit committee members retainer: $10,000 | | ● | Other committee members retainer: $6,050 | | ● | Cybersecurity and Sustainability subcommittee chairpersons: $6,050 | | ● | Cybersecurity and Sustainability subcommittee members retainer: $3,025 |

  56. Director Compensation

    The table below sets forth a summary of compensation received by the Company’s non-employee directors for the year ended December 31, 2025:

  57. Director Compensation

    | Director | Fees Earned or Paid in Cash(9) | Stock Awards (10) | Option Awards(11) | Total Fees | | Amy L. Butewicz (2) (5) (6) | $72,600 | $74,998 | $40,440 | $188,038 | | Jeffrey A. Carus (1) (3) (6) | 82,142 | 74,998 | 40,440 | 197,580 | | Todd Clark | 30,250 | 18,744 | -0- | 48,994 | | Kiernan Conway(8) | 37,814 | 37,505 | 40,440 | 115,759 | | Matthew I. Hirsch (2) (3) (4) | 83,652 | 74,998 | 40,440 | 199,090 | | Michael P. Landy(7) | 72,600 | 74,998 | 40,440 | 188,038 | | Stuart D. Levy (2) (3) (5) | 83,650 | 74,998 | 40,440 | 199,088 | | William E. Mitchell (1) (2) (5) | 90,756 | 74,998 | 40,440 | 206,194 | | Angela D. Pruitt-Marriott (1) (5) (6) (7) | 78,654 | 74,998 | 40,440 | 194,092 | | Kenneth K. Quigley, Jr. (1) (3) | 90,752 | 74,998 | 40,440 | 206,190 | | | $722,870 | $656,233 | $363,960 | $1,743,063 |

  58. Director Compensation

    | (1) Mr. Carus, Mr. Mitchell (Chairperson of the Compensation Committee), Ms. Pruitt-Marriott and Mr. Quigley, Jr. are the current members of the Compensation Committee. |

  59. Director Compensation

    | (2) Dr. Butewicz, Mr. Hirsch, Mr. Levy (Chairperson of the Nominating and Corporate Responsibility Committee) and Mr. Mitchell are the current members of the Nominating and Corporate Responsibility Committee. | | (3) Mr. Carus, Mr. Hirsch, Mr. Levy and Mr. Quigley, Jr. (Chairperson of the Audit Committee) are the current members of the Audit committee. | | (4) Mr. Hirsch is the Presiding Director whose role is to preside over the executive sessions of the non-management directors. | | (5) Dr. Butewicz, Mr. Levy, Mr. Mitchell (Chairperson) and Ms. Pruitt-Marriott also serve on the Cybersecurity Subcommittee of the Audit Committee. | | (6) Dr. Butewicz, Mr. Carus and Ms. Pruitt-Marriott (Chairperson) also serve on the Sustainability Subcommittee of the Nominating and Corporate Responsibility Subcommittee. | | (7) Mr. Carus, Mr. Landy (Chairperson) and Ms. Pruitt-Marriott serve on the Retirement Plan Committee. | | (8) Mr. Conway passed away on April 28, 2025. He had served on the Nominating and Corporate Responsibility Committee and the Sustainability Subcommittee. His board vacancy was filled by Mr. Todd Clark. | | (9) Includes both the annual board cash retainer and committee member retainers. | | (10) Represents a grant of 4,409 shares of unrestricted common stock for the annual equity retainer valued at $74,998. The value of the shares of unrestricted stock was based on the closing price of the shares on the grant date. | | (11) Represents a grant of 12,000 shares in stock options to each director valued at $40,440. The fair value of the stock options granted was established using the Black-Scholes stock option valuation model. See Annual Report on Form 10-K, Note 8 of the Notes to the Consolidated Financial Statements, for assumptions used in the model. These options were awarded on June 16, 2025 and vest over five years, 20% per year. As of December 31, 2025, each director has been awarded in aggregate 33,000 shares in stock options, all of which remain unexercised. |

  60. Pension Benefits and Nonqualified Deferred Compensation Plans

    Pension Benefits and Nonqualified Deferred Compensation Plans Except as provided in the specific agreements previously described, the Company has no pension or other post-retirement plans in effect for Officers, Directors or employees or a nonqualified deferred compensation plan. Payments made during 2025 for Eugene W. Landy amounted to $50,000. The Company’s employees may elect to participate in the Company’s 401(k) Plan.

  61. Pay Ratio

    Pay Ratio The following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our other employees. The median of the annual total compensation of all employees (other than our CEO) is $49,596 as of December 31, 2025. The CEO’s total compensation as an employee for 2025, which includes salary, bonus, stock awards, option awards, non-equity incentive plan compensation and all other compensation as disclosed in the summary compensation table above, was $2,909,784. We determined our median employee based on total compensation, which we calculated as annual base pay and the value of annual cash incentives, equity awards and all other compensation paid in 2025. We did not include the CEO, any seasonal employees, contractors, or other non-employee workers in our employee population. All of our employees are located in the United States and, therefore, we did not make any cost-of-living adjustments when identifying the median employee. We annualized base pay for any full-time and part-time permanent employees who were employees of the Company as of December 31, 2025, and were employed for less than all of 2025. For 2025, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our other employees was 59 to 1. Given the different methodologies that various companies use to determine an estimate of their pay ratio, our estimated ratio should not be used as a basis for comparison between companies.

  62. Pay Versus Performance Table

    Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. The following table discloses information on compensation actually paid (“CAP”) to our principal executive officer (“PEO”) and (on average) to our other NEOs (“non-PEO NEOs”) during the specified years alongside TSR and net income metrics, as well as a Company-selected measure of Normalized Funds from Operations (“Normalized FFO”). The Company selected this measure as the most important in linking compensation actually paid to our NEOs for 2025 to Company performance, as Normalized FFO was the predominant metric used in our 2022-2025 performance awards as described in more detail on page 34.

  63. Pay versus Performance

    Pay versus Performance

  64. Pay versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (3) | Average Compensation Actually Paid to Non-PEO NEOs ($) (4) | Total Shareholder Return ($) (5) | MSCI US REIT Index (RMS) ($) (5) | Net Income (Loss) to Common Sharehold-ers ($ in thousands) (6) | Normalized FFO ($ in thousands) (7) | | 2025 | 2,909,784 | 603,904 | 1,301,020 | 951,539 | 135 | 137 | 5,966 | 80,098 | | 2024 | 3,509,598 | 4,617,824 | 1,451,628 | 1,817,641 | 152 | 133 | 2,472 | 69,489 | | 2023 | 3,441,223 | 3,388,645 | 1,446,414 | 554,071 | 117 | 122 | (8,714) | 54,533 | | 2022 | 2,769,554 | 303,708 | 1,201,168 | 646,627 | 117 | 108 | (36,265) | 46,840 | | 2021 | 5,219,968 | 8,425,139 | 1,828,776 | 3,607,647 | 191 | 143 | 21,249 | 41,144 |

  65. Pay versus Performance

    | (1) Represents the total compensation of Mr. A. Landy, our PEO for each applicable fiscal year. Amounts shown are as calculated in the Summary Compensation Table (“SCT”) for each of the years shown. | | (2) Represents the CAP to Mr. A. Landy, calculated in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or paid to the PEO for the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO’s total compensation, for the applicable fiscal year, to determine the compensation actually paid: |

  66. Pay versus Performance

    | Adjustments | 2025 | | Summary Compensation Table Total | 2,909,784 | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the SCT for Applicable FY | (1,600,000) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | - | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | - | | Increased/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | (660,398) | | Increased/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY Vesting Date | (45,482) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | - | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | - | | COMPENSATION ACTUALLY PAID | 603,904 |

  67. Pay versus Performance

    | (3) Represents the average total compensation of Messrs. W. Landy, Koster, Taft, and Ms. Chew, our Non-PEO Neo’s for each applicable fiscal year. Amounts shown are calculated in the SCT for each of the years shown. | | (4) Represents the average CAP to the Non-PEO NEOs, calculated in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or paid to the Non-PEO NEOs for the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the Non-PEO NEOs’ average total compensation, for the applicable fiscal year, to determinate the average compensation actually paid: |

  68. Pay versus Performance

    | Adjustments | 2025 | | Summary Compensation Table Total | 1,301,020 | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the SCT for Applicable FY | (629,375) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 210,928 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | - | | Increased/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | 81,693 | | Increased/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY Vesting Date | (12,728) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | | | COMPENSATION ACTUALLY PAID | 951,539 |

  69. Pay versus Performance

    | (5) “TSR” stands for Total Shareholder Return. The TSR figures assume an initial investment of $100 on December 31, 2021. As permitted by SEC rules, the index referenced for the purpose of TSR comparison is the group of companies included in the MSCI US REIT Index (RMS), which is the peer group used for purposes of Item 201(e) of Regulation S-K. | | (6) The dollar amounts reported represent the net income (loss), as reflected in the Company’s audited financial statement for the applicable year. | | (7) “Normalized FFO” is a Non-GAAP measure and defined above in the section entitled “Bonuses – Short-Term Incentive Program (“STIP”)”. |

  70. Pay versus Performance

    As described in greater detail in the section of this proxy statement titled “Compensation Discussion and Analysis” the Company’s executive compensation program is designed to align the interests of our executive officers with those of our shareholders. While we use several performance measures to accomplish this objective, not all of these performance measures are presented in the Pay Versus Performance table. The metrics that the Company uses for its short-term and for certain long-term incentive awards were selected based on, among other things, an objective of providing meaningful incentives for our NEOs to create long-term value for Company stockholders. The most important financial performance measures used by the Company to link executive compensation for the NEOs, for the most recently completed fiscal year, to the Company’s performance are set forth in the following table:

  71. Pay versus Performance

    | Most Important Financial Performance Measures: | | Normalized FFO per Share | | Total Shareholder Return | | NOI Growth | | Acquisitions | | Development of sites (including the joint venture) |

  72. Pay versus Performance

    Analysis of the Information Presented in the Pay versus Performance Table In accordance with SEC rules, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. Compensation Actually Paid and Total Shareholder Return Company TSR and MSCI US REIT Index (RMS) are computed in accordance with Item 402(v) of Regulation S-K. These metrics are based on dividends and stock prices for each period presented. While the Company’s TSR exceeded or was slightly below the TSR for the MSCI US REIT Index (RMS) for each of the five years in the chart, the Company did not use this metric in determining executive compensation for the years 2021 through 2022. The 2023 employment agreements entered into by the NEOs incorporate Total Shareholder Return as compared to the MSCI US REIT Index (RMS) as a metric to be used when determining the STIP and LTIP compensation awarded under the agreements. Compensation Actually Paid and Net Income The amount of compensation actually paid to our executive officers is not directly linked to net income. The Company is a REIT with its real estate portfolio as its largest asset. Though real estate over the long-term generally increases in value, the assets are depreciated over the useful life of each asset on our consolidated financial statements in accordance with generally accepted accounting principles. Consequently, depreciation expense continues to grow as our real estate portfolio grows which significantly reduces the Company’s net income. Compensation Actually Paid and Normalized FFO The Company considers Normalized FFO to be an important measure of an equity REIT’s operating performance. Normalized FFO excludes historical cost depreciation as an expense and may facilitate the comparison of REITs that have a different cost basis. The Company considers Normalized FFO to be a meaningful measure of operating performance primarily because it excludes the assumption that the value of its real estate assets diminishes predictably over time and because industry analysts have accepted it as a performance measure. Normalized FFO has increased each year from 2021 through 2025. This metric has been utilized by the Committee in determining executive compensation.