DEF 14A of Umh Properties, Inc., Apr 4, 2025

DEF 14A of Umh Properties, Inc.

Filed Apr 4, 2025 · FY20240001641172-25-002698

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 I Director nominees during the last five years has been furnished to the Company by such nominee:

  2. Class I Directors with Terms Expiring in 2025

    Class I Directors with Terms Expiring in 2025

  3. Class I Directors with Terms Expiring in 2025

    | Nominee | Age | Present Position with the Company; Business Experience During Past Five Years; Other Directorships | Director Since | | Amy L. Butewicz | 41 | 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 | | Kiernan Conway | 62 | Independent Director. Founding Principal and Owner for KC-nomics, LLC, an economic forecasting and research firm (2023-present). Principal and Research Director for Red Shoe Economics, LLC (2020 to 2023). Chief Economist of the CCIM (Certified Commercial Investment Member) (2017 to 2023). Institute Instructor at Federal Financial Institutions Examination Council (FFIEC) (2008 to present). Director of Monmouth Real Estate Investment Corporation (2018 to 2022). Director of Research and Corporate Engagement of the Alabama Center for Real Estate (2017-2020). Prior affiliations with Federal Reserve in Atlanta, GA, South Trust Bank, Colliers International, Cushman and Wakefield, Equitable Real Estate, Wells Fargo Bank and Deloitte. Mr. Conway’s extensive experience as an economist with expertise in real estate, real estate finance and logistics are the primary reasons, among others, why Mr. Conway has been nominated to serve on our Board. | 2022 | | Michael P. Landy | 63 | 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 | 58 | Independent Director. General Partner and Co-CIO of Strategy Capital (2025 to 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 |

  4. Class I Directors with Terms Expiring in 2025

    Vote Required: At the Annual Meeting, the shareholders of the Company will be requested to elect four Class I 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 II Directors with Terms Expiring in 2026

    Class II Directors with Terms Expiring in 2026

  8. Class II Directors with Terms Expiring in 2026

    | Director | Age | Present Position with the Company; Business Experience During Past Five Years; Other Directorships | Director Since | | Jeffrey A. Carus | 62 | 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 | 65 | Presiding Independent Director. Attorney at Law. 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 2019); 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 are the primary reasons, among others, why Mr. Hirsch serves on our Board. | 2013 | | Angela D. Pruitt-Marriott | 53 | Independent Director. Senior Executive and Crisis Communication Specialist at Sitrick and Company, a strategic communication firm (2014 to present); Co-Chair of Communications at Junior League of Brooklyn (2017-2019). 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. | 67 | 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); Director of Central Bancorp (2010 to 2011). 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 |

  9. Class III Directors with Terms Expiring in 2027

    Class III Directors with Terms Expiring in 2027

  10. 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 | 66 | 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 | 91 | 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 | 64 | President and Chief Executive Officer (1995 to present), Vice President (1991-1995) and Director. 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 | 55 | Independent Director. Director in the Real Estate Finance Group at Helaba-Landesbank Hessen-Thuringen (2024 to present); 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 |

  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 2024, the Company retained its compensation consultant, Korn Ferry (“KF”), to review the compensation practices for executive officers, provide guidance as to director compensation, analyze the Company’s peer group and 2023 Equity Incentive Award Plan 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 | City Office REIT Inc. | Office | | CSR | Centerspace | Multifamily | | CTRE | CareTrust REIT Inc. | Multifamily and Healthcare | | ELME | 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

    We have removed BRT Apartments and Franklin Street Properties from our peer group because their market capitalization and total revenues have fallen significantly below UMH’s. We have added Broadstone Net Lease, Inc., Elme Communities, Essential Properties Realty Trust, Inc., National Health Investors, Inc. and Terreno Realty Corporation to our peer group due to their similar business nature and size and because they are included in the peer group of Institutional Shareholder Services (“ISS”) (with the exception of Terreno Realty Corporation). Pay for Performance: Total Shareholder Return From 1968 through 2024, UMH has delivered consistent and reliably strong returns for its shareholders. The Company has been one of the top 20% performing REITs based upon total shareholder return over the past 1-, 5- and 10-year periods.(1) Over the past five years, UMH has generated total returns to its shareholders of approximately 51% (approximately 10% per annum) which is greater than the 23.5% return of the MSCI REIT index (RMS) over that same period.2, 3 (1)Source: KeyBanc “The Leaderboard” publication dated December 31, 2024. (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 79%, total revenue by 59% and increased its total market capitalization by 64%. The following graph demonstrates our strong total return performance over the 1-, 5- and 10-year periods, as of December 31, 2024, 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 2024 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 similar total capitalizations based upon the Survey. It was also below the 25th percentile of CEOs for REITs 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 1-, 5- and 10-year periods. The Compensation Committee regularly reviews all elements of the compensation paid to our Named Executive Officers. 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 Named Executive Officers 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.

  15. 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; |

  16. 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 options or shares of restricted stock granted to each employee is determined by consideration of various factors including, but not limited to, the employee’s contribution, title, responsibilities and years of service. The Committee takes outstanding awards of stock options and restricted stock into account in making its compensation determinations.

  17. Role of Employment Agreements in Determining Executive Compensation

    Role of Employment Agreements in Determining Executive Compensation All of the Company’s currently employed Named Executive Officers are parties to employment agreements. These agreements provide for base salaries, bonuses and customary fringe benefits. The employment agreements also provide for certain severance benefits in the event the named executive officer’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 termination of employment, with the intent of providing for a stable work environment. Other key elements of the Company’s compensation program for the Named Executive Officers 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 named executive officer’s total compensation package in comparison to current market practices and other benefits. In reviewing and setting compensation for the Named Executive Officers, the Committee takes the terms of the employment agreements into consideration.

  18. Bonuses

    Bonuses

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

    Short-Term Incentive Program (“STIP”) In addition to the provisions for base salaries under the terms of their employment agreements, the President and Chief Executive Officer, Executive Vice President, Chief Financial Officer and Treasurer, Executive Vice President and General Counsel and Executive Vice President and Chief Operating Officer are entitled to earn annual cash bonuses for each calendar year during the terms of each respective agreement. Bonuses are measured from the appropriate prior and current year-end audited financial statements. 75% of the cash bonus for these executive officers are based on the increase in Normalized Funds from Operations (“Normalized FFO”) per share, which does not include any gains or losses from the stock portfolio. That metric is used as follows when computing the cash bonus amount as follows:

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

    | Normalized FFO Per Share Increase | Threshold 1%-4.99% | Target 5%-9.99% | Max >10% | | CEO and CFO payout % of Base Salary | 50% | 100% | 150% | | General Counsel and COO payout % of Base Salary | 30% | 60% | 90% |

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

    The Company achieved the “Target” metric for 2024 with an 8.1% year-over-year increase in Normalized FFO per share. Normalized FFO for the year ended December 31, 2024, was $69.5 million or $0.93 per diluted share, as compared to $54.5 million, or $0.86 per diluted share, for the year ended December 31, 2023. The remaining 25% of each Named Executive Officer’s cash bonus opportunity is from the Compensation Committee’s consideration of individual and company performance based on 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 2024 achievements in financial performance, strategic growth and financial position, and the role of each Named Executive Officer in delivering these achievements. The factors that were considered included the progress that was made by the Company during 2024 due to the efforts of management, described in the Business Highlights section on page 5 of this proxy statement. The Committee awarded the remaining 25% of the “Target” cash bonus based on the financial and individual performance noted above. The Company considers 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 and, accordingly, our FFO and Normalized FFO may not be comparable to all other REITs. The Company considers FFO and Normalized FFO to be meaningful, additional 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.

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

    Long-Term Incentive Program (“LTIP”) Our current LTIP under the employment agreements (effective January 1, 2023 through December 31, 2025, renewed annually for successive one year terms) for our NEOs, other than our Chairman of the Board, consists of three, equally-weighted components: (1) time-based restricted stock awards; (2) performance-based strategic milestone awards; and (3) performance-based total shareholder return awards. Further, annual stock option awards of up to 50,000 shares that vest over a 5-year period, 20% per year, to encourage employee retention, may also be granted to our NEOs for the achievement of the LTIP bonus criteria as determined by the Compensation Committee. Time-Based Award The time-based award (“RSU”) is an annual award. The number of restricted shares issued will be equal to the dollar value of the award divided by the market price of the stock on the date of issue. These shares vest ratably over the three-year contract term. Performance-Based Strategic Milestones Award The performance-based strategic milestones award (“PSU-Strategic”) is based upon meeting certain metrics at the end of the three-year employment agreement period as follows:

  23. 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 JV, 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. |

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

    The PSU-Strategic will be earned based on the number of metrics met as follows:

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

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

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

    Performance-Based Relative Total Shareholder Return Award The Performance-Based Relative Total Shareholder Return award (“PSU-TSR”) is based upon the relative TSR of the Company as compared to the MSCI US REIT Index. The PSU-TSR will be earned based on the following relative TSR of the Company during the three-year period of the employment agreements:

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

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

  28. Payments upon Termination or Change in Control

    Payments upon Termination or Change in Control In addition, the Named Executive Officers’ 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.

  29. Summary Compensation Table

    Summary Compensation Table The following Summary Compensation Table shows compensation paid by the Company for services rendered during 2024, 2023 and 2022 to the five Named Executive Officers.

  30. 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 | Total | | Eugene W. | 2024 | $250,000 | $130,615 | $-0- | $272,000 | $-0- | $50,000(5) | $702,615 | | Landy | 2023 | $250,000 | $119,615 | $-0- | $232,500 | $-0- | $50,000(5) | $652,115 | | Founder and Chairman of the Board | 2022 | 250,000 | 109,615 | -0- | 433,000 | -0- | 50,000(5) | 842,615 | | Samuel A. Landy | 2024 | 842,600 | 32,386 | 1,778,812 | -0- | 842,600 | 13,200(6) | 3,509,598 | | President and Chief Executive | 2023 | 766,000 | 29,462 | 1,776,111 | 91,450 | 766,000 | 12,200(6) | 3,441,223 | | Officer | 2022 | 766,000 | 29,462 | 785,492 | -0- | 1,177,000 | 11,600(6) | 2,769,554 | | Anna T. Chew | 2024 | 650,100 | 25,004 | 1,389,692 | 136,000 | 650,100 | 13,200(6) | 2,864,096 | | EVP and Chief | 2023 | 591,000 | 22,731 | 1,387,586 | 232,500 | 591,000 | 12,200(6) | 2,837,017 | | Financial Officer | 2022 | 591,000 | 22,731 | 628,968 | 176,670 | 943,000 | 11,600(6) | 2,373,969 | | Craig Koster | 2024 | 467,500 | 17,981 | 216,795 | 136,000 | 280,500 | 13,200(6) | 1,131,976 | | EVP, General Counsel and | 2023 | 425,000 | 16,346 | 216,463 | 232,500 | 255,000 | 12,200(6) | 1,157,509 | | Secretary | 2022 | 425,000 | 116,346 | 82,600 | 176,670 | -0- | 11,600(6) | 812,216 | | Brett Taft | 2024 | 429,000 | 16,500 | 255,725 | 136,000 | 257,400 | 13,200(6) | 1,107,825 | | EVP and Chief | 2023 | 390,000 | 15,000 | 255,316 | 232,500 | 234,000 | 12,200(6) | 1,139,016 | | Operating Officer | 2022 | 390,000 | 115,000 | 82,600 | 176,670 | -0- | 11,600(6) | 775,870 |

  31. Summary Compensation Table

    | (1) Represents holiday bonuses (two weeks base salary) which are typically given to all employees. For Mr. Eugene Landy, this also includes compensation for his service as Chairman of the Board. | | (2) The value of the shares of the RSU and the PSU-Strategic was based on the closing price of the shares on the grant date. The value of the PSU-TSR was calculated using a Monte Carlo Simulation in accordance with FASB ASC 718. The actual value of the RSUs and PSUs will depend upon the performance of the Company during the term of the employment agreements and the price of the Company’s common stock on the date of vesting (see the Grants of Plan-Based Awards and Outstanding Equity Awards at Year-End tables below for details). These grants are awarded to each NEO pursuant to the Company’s Long Term Incentive Program (“LTIP”). The vesting of the Restricted Stock Awards is described in the Compensation Discussion and Analysis (“CD&A”) section of this Proxy Statement. Mr. Samuel A. Landy, Ms. Anna T. Chew, Mr. Craig Koster and Mr. Brett Taft achieved “Target” in 2023 and were granted RSUs, PSU-Strategic and PSU-TSR totaling 106,737 shares (valued at $1,776,111), 83,389 shares (valued at $1,387,586), 13,009 shares (valued at $216,463), and 15,344 shares (valued at $255,316), respectively, in 2024 which should have been granted in 2023. The valuation of these grants is based on the valuation models as described in Footnote (6) of the Grants of Plan-Based Awards table. These grants are included for 2023 in this Summary Compensation Table. | | (3) 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. The actual value of the options will depend upon the performance of the Company during the period of time the options are outstanding and the price of the Company’s common stock on the date of exercise. |

  32. Summary Compensation Table

    | (4) Represents awards based upon the increase in Normalized FFO per Share and achievement of other performance metrics. This total non-equity incentive plan compensation awarded to each NEO is for their achievement of the “Target” bonus criteria under the Company’s Short Term Incentive Program (“STIP”). A substantial majority of the NEOs’ annual STIP award is based on pre-established performance targets as communicated to the NEOs at the beginning of the year, and therefore, such amounts are classified as non-equity incentive plan compensation in this table. | | (5) Represents additional retirement benefit of $50,000 in 2024, 2023 and 2022. | | (6) Represents discretionary contributions by the Company to the Company’s 401(k) Plan allocated to an account of the NEO. |

  33. 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, 2024:

  34. Grants of Plan-Based Awards

    | | | | | | | | | | All | All Other | | | | | | | | | | | | | Other | Option | | Grant | | | | | | | | | | | Stock | Awards: | | Date | | | | | | | | | | | Awards: | Number | | Fair | | | | | Estimated Future Payments | | | Estimated Future Payouts | | | Number | of | | Value of | | | | | Under Non-Equity Incentive | | | Under Equity Incentive | | | of | Securities | | Stock | | | | | Plan Awards ($) (2) | | | Plan Awards (#) (3) | | | Shares | Under- | Option | and | | | | | | | | | | | of Stock | lying | Exercise | Option | | | | | | | | | | | or Units | Options | Price | Awards | | Name | Pro- gram (1) | Grant Date | Thresh- old | Target | Maxi- mum | Thresh- old | Target | Maxi- mum | (#)(4) | (#)(5) | ($)(5) | ($) (6) (7) | | Eugene | Options | 3/26/24 | | | | | | | | 100,000 | 15.66 | 272,000 | | W. | | | | | | | | | | | | | | Landy | | | | | | | | | | | | | | Samuel | STI | | 421,300 | 842,600 | 1,263,900 | | | | | | | | | A. | RSU | 3/26/24 | | | | | | | 35,634 | | | 558,022 | | Landy | PSU-Strategic | 3/26/24 | | | | 17,817 | 35,634 | 71,267 | | | | 558,023 | | | PSU-TSR | 3/26/24 | | | | 17,816 | 35,633 | 71,267 | | | | 662,767 | | Anna | STI | | 325,050 | 650,100 | 975,150 | | | | | | | | | T. | RSU | 3/26/24 | | | | | | | 27,839 | | | 435,955 | | Chew | PSU-Strategic | 3/26/24 | | | | 13,919 | 27,839 | 55,678 | | | | 435,955 | | | PSU-TSR | 3/26/24 | | | | 13,920 | 27,838 | 55,677 | | | | 517,782 | | | Options | 3/26/24 | | | | | | | | 50,000 | 15.66 | 136,000 | | Craig | STI | | 140,250 | 280,500 | 420,750 | | | | | | | | | Koster | RSU | 3/26/24 | | | | | | | 4,343 | | | 68,009 | | | PSU-Strategic | 3/26/24 | | | | 2,171 | 4,343 | 8,686 | | | | 68,009 | | | PSU-TSR | 3/26/24 | | | | 2,172 | 4,343 | 8,685 | | | | 80,777 | | | Options | 3/26/24 | | | | | | | | 50,000 | 15.66 | 136,000 | | Brett | STI | | 128,700 | 257,400 | 386,100 | | | | | | | | | Taft | RSU | 3/26/24 | | | | | | | 5,122 | | | 80,216 | | | PSU-Strategic | 3/26/24 | | | | 2,561 | 5,122 | 10,245 | | | | 80,216 | | | PSU-TSR | 3/26/24 | | | | 2,562 | 5,123 | 10,245 | | | | 95,294 | | | Options | 3/26/24 | | | | | | | | 50,000 | 15.66 | 136,000 |

  35. Grants of Plan-Based Awards

    | (1) STI – Short-Term Incentive; RSU – Restricted Stock Units; PSU-Strategic - Performance Stock Units-Strategic Milestones; PSU-TSR – Performance Stock Units-Total Shareholder Return; Options – Stock Options | | (2) Payments of the 2024 STIP awards were made in the first quarter of 2025 and were based 75% upon achievement of the “Target” performance measure that was approved in the employment agreements and 25% at the consideration of the Compensation Committee after evaluation of the performance metrics described in the CD&A. | | (3) These amounts reflect the number of shares of restricted stock that were awarded in 2024 based upon achievement of the various LTIP performance measures that were approved in the employment agreements, the vesting of which will be determined at the end of the term of the employment agreements. | | (4) These amounts reflect the number of shares of restricted stock granted to each NEO and represent the LTIP time-based portion of the restricted stock grants that were approved in the employment agreements and vest ratably over the term of the employment agreements. | | (5) These amounts reflect the number of shares underlying stock options granted to each NEO by the Compensation Committee as per the terms of the employment agreements. The option prices were based on the Company’s closing stock price on the date of grant. These options vest ratably over 5 years, 20% per year, from the date of grant. | | (6) The values of the shares underlying options were established using the Black-Scholes stock option valuation model. The following assumptions were used in the model: 3/26/2024: expected volatility of 27.05%; risk-free interest rate of 4.22%; dividend yield of 5.33%; expected life of the options of ten years. The value of the shares of the RSU and the PSU-Strategic was based on achieving “Target” and the closing price of the shares on the grant date. The value of the PSU-TSR was calculated based on achieving “Target” and using a Monte Carlo Simulation in accordance with FASB ASC 718. The actual value of the options, RSUs and PSUs will depend upon the performance of the Company during the term of the employment agreements, the period of time the options are outstanding, and the price of the Company’s common stock on the date of exercise/vesting. | | (7) Mr. Samuel A. Landy, Ms. Anna T. Chew, Mr. Craig Koster and Mr. Brett Taft achieved “Target” in 2023 and were granted RSUs, PSU-Strategic and PSU-TSR totaling 106,737 shares (valued at $1,776,111), 83,389 shares (valued at $1,387,586), 13,009 shares (valued at $216,463), and 15,344 shares (valued at $255,316), respectively, in 2024 which should have been granted in 2023. The valuation of these grants is based on the valuation models as described in Footnote (6) above. These grants are not included in this table but are included for 2023 in the Summary Compensation Table. |

  36. 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 Named Executive Officers, are described above under “Compensation Discussion and Analysis” and below under “Employment Agreements.”

  37. Outstanding Equity Awards at Year-End

    Outstanding Equity Awards at Year-End The following table sets forth for the Named Executive Officers in the Summary Compensation Table, information regarding stock options and stock awards outstanding at December 31, 2024:

  38. Outstanding Equity Awards at Year-End

    | | Option Awards (1) | | | | Stock Awards (2) | | | Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares that have not Vested | Market Value of Shares that have not Vested | | Eugene W. Landy | | | | | -0- | $-0- | | Eugene W. Landy | 100,000 | -0- | $15.04 | 04/04/27 | | | | Eugene W. Landy | 100,000 | -0- | $13.09 | 04/02/28 | | | | Eugene W. Landy | 100,000 | -0- | $13.90 | 04/02/29 | | | | Eugene W. Landy | 80,000 | 20,000 | $9.70 | 03/25/30 | | | | Eugene W. Landy | 60,000 | 40,000 | $22.57 | 07/14/31 | | | | Eugene W. Landy | 40,000 | 60,000 | $18.52 | 09/09/32 | | | | Eugene W. Landy | 15,000 | 60,000 | $14.36 | 03/21/33 | | | | Eugene W. Landy | -0- | 100,000 | $15.66 | 03/26/34 | | | | Samuel A. Landy | | | | | 316,239 | $6,592,054 | | Samuel A. Landy | 50,000 | -0- | $14.25 | 01/19/27 | | | | Samuel A. Landy | 50,000 | -0- | $15.04 | 04/04/27 | | | | Samuel A. Landy | 50,000 | -0- | $13.09 | 04/02/28 | | | | Samuel A. Landy | 5,900 | 23,600 | $14.36 | 03/21/33 | | | | Anna T. Chew | | | | | 249,159 | $5,189,640 | | Anna T. Chew | 10,000 | -0- | $14.25 | 01/19/27 | | | | Anna T. Chew | 50,000 | -0- | $15.04 | 04/04/27 | | | | Anna T. Chew | 50,000 | -0- | $13.90 | 04/02/29 | | | | Anna T. Chew | 10,000 | 10,000 | $9.70 | 03/25/30 | | | | Anna T. Chew | 30,000 | 20,000 | $22.57 | 07/14/31 | | | | Anna T. Chew | 15,600 | 23,400 | $23.81 | 03/28/32 | | | | Anna T. Chew | 15,000 | 60,000 | $14.36 | 03/21/33 | | | | Anna T. Chew | -0- | 50,000 | $15.66 | 03/26/34 | | | | Craig Koster | | | | | 39,541 | $822,266 | | Craig Koster | 20,000 | -0- | $15.04 | 04/04/27 | | | | Craig Koster | 20,000 | -0- | $13.09 | 04/02/28 | | | | Craig Koster | 20,000 | -0- | $11.42 | 01/02/29 | | | | Craig Koster | 24,000 | 6,000 | $9.70 | 03/25/30 | | | | Craig Koster | 30,000 | 20,000 | $22.57 | 07/14/31 | | | | Craig Koster | 15,600 | 23,400 | $23.81 | 03/28/32 | | | | Craig Koster | 15,000 | 60,000 | $14.36 | 03/21/33 | | | | Craig Koster | -0- | 50,000 | $15.66 | 03/26/34 | | | | Brett Taft | | | | | 44,121 | $922,340 | | Brett Taft | 20,000 | -0- | $15.04 | 04/04/27 | | | | Brett Taft | 20,000 | -0- | $13.09 | 04/02/28 | | | | Brett Taft | 40,000 | -0- | $11.42 | 01/02/29 | | | | Brett Taft | 40,000 | 10,000 | $9.70 | 03/25/30 | | | | Brett Taft | 30,000 | 20,000 | $22.57 | 07/14/31 | | | | Brett Taft | 15,600 | 23,400 | $23.81 | 03/28/32 | | | | Brett Taft | 15,000 | 60,000 | $14.36 | 03/21/33 | | | | Brett Taft | -0- | 50,000 | $15.66 | 03/26/34 | | |

  39. Outstanding Equity Awards at Year-End

    | (1) Beginning in March 2020, all stock options awarded to employees vest 20% per year over a 5-year period. | | (2) The vesting of the Restricted Stock Awards is described in the CD&A section of this Proxy Statement. The following is the vesting schedule for the shares that have not yet vested: Mr. Samuel A. Landy – 68,569 shares, 213,693 shares, 21,979 shares and 11,998 shares in 2025, 2026, 2027 and 2028, respectively; Ms. Anna T. Chew – 54,308 shares, 167,638 shares, 17,606 shares and 9,607 shares in 2025, 2026, 2027 and 2028, respectively; Mr. Craig Koster- 9,707 shares, 26,446 shares, 2,275 shares and 1,113 shares in 2025, 2026, 2027 and 2028, respectively; and Mr. Brett Taft – 10,380 shares, 30,353 shares, 2,275 shares and 1,113 shares in 2025, 2026, 2027 and 2028, respectively. Market value is based on the closing price of our common stock on December 31, 2024 of $18.88 for RSUs and PSU-Strategic. The market value for PSU-TSR on December 31, 2024, is based on a Monte Carlo simulation in accordance with FASB ASC 718, which resulted in a share price of $27.29. |

  40. 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 Named Executive Officers during the year ended December 31, 2024:

  41. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)* | | Eugene W. Landy | 100,000 | $646,000 | -0- | $-0- | | Samuel A. Landy | -0- | -0- | 53,196 | 856,459 | | Anna T. Chew | -0- | -0- | 42,462 | 683,634 | | Craig Koster | 4,500 | 28,890 | 5,672 | 88,553 | | Brett Taft | 20,000 | 116,600 | 5,672 | 88,553 |

  42. Option Exercises and Stock Vested

    * Value realized based on the closing price of the shares on the NYSE as of the date of exercise/vesting.

  43. 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, 2024. These disclosed amounts are estimates only and do not necessarily reflect the actual amounts that would be paid to the Named Executive Officers, 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.

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

    | | Voluntary Resignation on 12/31/24 | Termination Not for Cause or Voluntary Resignation for Good Reason on 12/31/24 | Termination for Cause on 12/31/24 | Termination Not for Cause or Voluntary Resignation for Good Reason (After a Change- in-Control) on 12/31/24 | Termination due to Disability on 12/31/24 | Termination due to Death on 12/31/24 | | Eugene W. Landy | $450,000(1) | $450,000(1) | $450,000(1) | $1,650,000(2) | $750,000(3) | $450,000(3) | | Samuel A. Landy | -0- | 13,191,710(4) | -0- | 13,191,710(5) | 5,914,144(6) | 5,914,144(6) | | Anna T. Chew | -0- | 10,869,922(4) | -0- | 10,869,922(5) | 5,173,523(6) | 5,173,523(6) | | Craig Koster | -0- | 3,919,706(4) | -0- | 3,919,706(5) | 2,292,417(6) | 2,292,417(6) | | Brett Taft | -0- | 4,177,902(4) | -0- | 4,177,902(5) | 2,555,136(6) | 2,555,136(6) |

  45. 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 shall 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. In addition, if Mr. Landy’s employment agreement is terminated, he receives 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) In the event of a disability, as defined in the agreement, Mr. Landy shall receive disability payments equal to his base salary for a period of three years, payable in monthly installments. He 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 any unpaid cash bonus payable to the Employee for any completed year; plus the market value of any unvested restricted stock grants and any unexercised stock option awards as of December 31, 2024; plus three (3) times the sum of (i) Employee’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 Employee over the three (3) year period immediately preceding the year in which Employee’s termination occurs. The cash severance shall be made in thirty-six (36) consecutive and equal monthly installments. | | (5) Represents any unpaid cash bonus payable to the Employee for any completed year; plus the market value of any unvested restricted stock grants and any unexercised stock option awards as of December 31, 2024; plus three (3) times the sum of (i) Employee’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 Employee over the three (3) year period immediately preceding the year in which Employee’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) Employee’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 Employee over the three (3) year period immediately preceding the year in which Employee’s termination occurs plus the market value of any unvested restricted stock grants and any unexercised stock option awards as of December 31, 2024. The cash severance shall be made in twelve (12) consecutive and equal monthly installments. |

  46. Director Compensation

    Director Compensation During 2024, 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 $60,500, 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 Named Executive Officers for UMH were not entitled to any compensation for serving on the Board, with the exception of our Founder and Chairman of the Board, Mr. Eugene Landy. The following compensation was paid to the directors for service during 2024:

  47. Director Compensation

    | ● | Audit committee chairperson: $24,200 |

  48. Director Compensation

    | ● | Compensation committee chairperson: $18,150 |

  49. Director Compensation

    | ● | Nominating and Corporate Responsibility committee chairperson: $12,100 |

  50. Director Compensation

    | ● | Retirement Plan committee chairperson: $12,100 |

  51. Director Compensation

    | ● | Cybersecurity and Sustainability subcommittee chairpersons: $6,050 |

  52. Director Compensation

    | ● | Committee members retainer: $6,050 |

  53. Director Compensation

    | ● | Cybersecurity and Sustainability subcommittee members retainer: $3,025 |

  54. 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, 2024:

  55. Director Compensation

    | Director | Fees Earned or Paid in Cash(8) | Stock Awards (9) | Option Awards(10) | Total Fees | | Amy L. Butewicz (2) (5) (6) | $72,600 | $60,497 | $29,590 | $162,687 | | Jeffrey A. Carus (1) (3) | 74,117 | 60,497 | 29,590 | 164,204 | | Kiernan Conway (2) (6) | 71,089 | 60,497 | 29,590 | 161,176 | | Matthew I. Hirsch (3) (4) | 78,652 | 60,497 | 29,590 | 168,739 | | Michael P. Landy(7) | 63,525 | 60,497 | 29,590 | 153,612 | | Stuart D. Levy (2) (3) (5) | 81,686 | 60,497 | 29,590 | 171,763 | | William E. Mitchell (1) (2) (5) | 90,756 | 60,497 | 29,590 | 180,843 | | Angela D. Pruitt-Marriott (1) (5) (6) | 75,628 | 60,497 | 29,590 | 165,715 | | Kenneth K. Quigley, Jr. (1) (3) | 90,752 | 60,497 | 29,590 | 180,839 | | | $556,600 | $544,473 | $266,310 | $1,509,578 |

  56. 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. | | (2) Dr. Butewicz, Mr. Conway, 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) (4) Mr. Carus, Mr. Hirsch, Mr. Levy and Mr. Quigley, Jr. (Chairperson of the Audit Committee) are the current members of the Audit committee. 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. Conway and Ms. Pruitt-Marriott (Chairperson) also serve on the Sustainability Subcommittee of the Nominating and Corporate Responsibility Subcommittee. | | (7) (8) (9) (10) Mr. Carus, Mr. Conway and Mr. Landy (Chairperson) serve on the Retirement Plan Committee. Includes both the annual board cash retainer and committee member retainers. Represents a grant of 3,676 shares of unrestricted common stock for the annual equity retainer valued at $60,497. The value of the shares of unrestricted stock was based on the closing price of the shares on the grant date. Represents a grant of 11,000 shares in stock options to each director valued at $29,590. 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 January 10, 2024 and vest over five years, 20% per year. As of December 31, 2024, each director has been awarded in aggregate 21,000 shares in stock options, all of which remain unexercised. |

  57. 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 2024 for Mr. Eugene W. Landy amounted to $50,000. The Company’s employees may elect to participate in the Company’s 401(k) Plan.

  58. 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 2024 to Company performance, as Normalized FFO was the predominant metric used in our 2021-2024 performance awards as described in more detail beginning on page 57.

  59. Pay versus Performance

    Pay versus Performance

  60. 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 (“TSR”) | FTSE Nareit All REIT TSR (5) | Net Income (Loss) to Common Shareholders (in thousands) | Normalized FFO (in thousands) | | 2024 | $3,509,598 | $4,617,824 | $1,451,628 | $1,817,641 | $151 | $115 | $2,472 | $69,489 | | 2023 | 3,441,223 | 3,388,645 | 1,446,414 | 554,071 | 117 | 110 | (8,714) | 54,533 | | 2022 | 2,769,554 | 303,708 | 1,201,168 | 646,627 | 117 | 99 | (36,265) | 46,840 | | 2021 | 5,219,968 | 8,425,139 | 1,828,776 | 3,607,647 | 190 | 132 | 21,249 | 41,144 | | 2020 | 3,000,284 | 2,622,270 | 1,025,213 | 820,884 | 99 | 94 | (29,759) | 29,154 |

  61. Pay versus Performance

    | (1) Reflects the total compensation of Samuel A. Landy, President and CEO, who is our PEO. Amounts shown are as calculated in the Summary Compensation Table (SCT) for each of the years shown. |

  62. Pay versus Performance

    | (2) The dollar amounts shown in these columns reflect CAP to Mr. Samuel A. Landy, calculated in accordance with SEC rules. The CAP was calculated beginning with the PEO’s SCT total. The amounts below were deducted from and added to the applicable SCT total compensation: |

  63. PEO Reconciliation of SCT to CAP

    | | Summary Compensation Table Total for PEO | Minus Grant Date Fair Value of Awards Granted During Year (a) | Plus (Minus) Equity Award Adjustments (b) | Compensation Actually Paid to PEO | | 2024 | $3,509,598 | $(1,778,834) | $2,887,060 | $4,617,824 | | 2023 | 3,441,223 | (1,681,842) | 1,629,264 | 3,388,645 | | 2022 | 2,769,554 | (785,492) | (1,680,354) | 303,708 | | 2021 | 5,219,968 | (2,048,214) | 5,253,385 | 8,425,139 | | 2020 | 3,000,284 | (155,271) | (222,743) | 2,622,270 |

  64. PEO Reconciliation of SCT to CAP

    | (a) Represents the total of the amounts reported in the Grant of Plan-Based Awards section for the applicable year. | | (b) The calculation of the Equity Award Adjustments is shown in the below table: |

  65. Non-PEO NEO’s (Average) – Reconciliation of SCT to CAP

    | (a) Represents the total of the amounts reported in the Grant of Plan-Based Awards section for the applicable year. | | (b) The calculation of the Equity Award Adjustments is shown in the below table: |

  66. 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 President and 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 President and CEO) is $49,558 as of December 31, 2024. The President and CEO’s total compensation as an employee for 2024, 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 $3,509,598. 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 2024. 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 in 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, 2024 and were employed for less than all of 2024. For 2024, the ratio of the annual total compensation of our President and CEO to the median of the annual total compensation of our other employees was 71 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.