Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 2, 2025, Joseph D. Fisher notified UDR, Inc. (the “Company”) of his intention to resign from his position as President and Chief Investment Officer of the Company effective as of the close of business on September 2, 2025 (the “Resignation Date”).
In connection with Mr. Fisher’s resignation, the Company and Mr. Fisher entered into a separation agreement, dated September 2, 2025 (the “Separation Agreement”). Under the terms of the Separation Agreement, Mr. Fisher will be entitled to receive a severance payment of $3.0 million in connection with executing the Separation Agreement. Mr. Fisher will also be entitled to additional severance in the amount of $3.0 million (the “Contingent Severance”) which is payable over 12 months, contingent upon Mr. Fisher’s continued compliance with the non-solicitation, confidentiality, non-disparagement and other material terms of the Separation Agreement. If Mr. Fisher fails to comply with the material terms of the Separation Agreement, the Company will be entitled to claw back 50% of Contingent Severance previously paid. Pursuant to the Separation Agreement, Mr. Fisher will be entitled to continued group health insurance benefits through September 30, 2030, under certain conditions. The Separation Agreement includes a general release of claims against the Company by Mr. Fisher, a non-solicitation covenant with respect to Mr. Fisher until September 1, 2026, and mutual non-disparagement covenants with respect to Mr. Fisher and the Company. The covenants in the Separation Agreement become effective September 11, 2025. The Separation Agreement provides that Mr. Fisher may revoke the Separation Agreement until September 9, 2025, and Mr. Fisher will only be entitled to receive severance payments therein if he does not revoke the Separation Agreement. As part of the Separation Agreement, Mr. Fisher has agreed to provide transition assistance through December 31, 2025.
In connection with Mr. Fisher’s resignation, the Board appointed Thomas W. Toomey, the Company’s Chairman and Chief Executive Officer, as the Company’s President. Mr. Fisher’s duties and responsibilities will be assumed by Mr. Toomey and other members of management.
A copy of the Separation Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing summary of the material terms of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1.
Item 7.01 Regulation FD Disclosure.
The press release announcing, among other things, the resignation of Mr. Fisher as President and Chief Investment Officer, is furnished as Exhibit 99.1 to this Report. This information is being furnished pursuant to Item 7.01, and the information contained therein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information contained in Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | |
Ex. No. | | Description |
10.1 | | Separation Agreement, between the Company and Joseph D. Fisher, dated September 2, 2025. |
99.1 | | Press Release. |
104 | | Cover Page Interactive Data File – The cover page XBRL tags are embedded within the Inline XBRL document |
