UMH Properties (NYSE: UMH) details CFO Kevin Miller salary, bonus and severance

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

UMH Properties, Inc. entered into an employment agreement with Kevin Miller as Executive Vice President, Chief Financial Officer and Treasurer, effective June 1, 2026. The contract runs initially through January 1, 2027 and renews annually unless terminated.

Miller will receive a $430,000 annual base salary, a target annual cash bonus equal to 60% of salary, and eligibility for long-term equity awards under the 2023 Equity Incentive Award Plan, all pro-rated for 2026. If his employment ends under specified favorable conditions, he may receive a severance benefit equal to up to three times his salary plus average bonus, paid over 36 months, with accelerated lump-sum payment if termination occurs within 24 months after a change of control. Certain unvested equity awards may continue to vest over 36 or 12 months depending on the termination reason.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Base salary: $430,000 per year Target bonus: 60% of base salary Initial term end: January 1, 2027 +5 more

8 metrics

Base salary $430,000 per year Annual base salary for Kevin Miller under employment agreement

Target bonus 60% of base salary Annual cash bonus target for each calendar year, pro-rated for 2026

Initial term end January 1, 2027 Initial term of Miller employment agreement before automatic renewals

Severance multiple standard 3 times salary plus average bonus Miller Termination Benefit for qualifying terminations other than death or disability

Severance multiple death/disability 1 times salary plus average bonus Miller Termination Benefit upon death or disability

Installment period standard 36 monthly installments Payment period for severance in most qualifying terminations

Installment period death/disability 12 monthly installments Payment period for severance upon death or disability

Change of control window 24 months Period after change of control when lump-sum severance applies

Key Terms

normalized FFO per share growth, total shareholder return, change of control, good reason, +1 more

5 terms

total shareholder return financial

"Performance-based vesting requirements that the Compensation Committee may elect to utilize... may include... total shareholder return, same property occupancy increase..."

Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.

change of control financial

"in the event Mr. Miller’s employment is terminated at or within twenty-four (24) months following the consummation of a change of control of the Company..."

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

good reason financial

"if Mr. Miller’s employment is terminated... by Mr. Miller for good reason (as defined in the Miller Agreement)..."

ESG financial

"Performance-based vesting requirements... may include... capital raising and ESG. Awarded equity compensation may also be based in part upon the performance-based relative shareholder return..."

ESG stands for Environmental, Social, and Governance, which are key factors investors consider when evaluating how sustainable and responsible a company is. It involves assessing how a company manages its impact on the environment, treats its employees and communities, and operates transparently and ethically. Investors use ESG criteria to identify businesses that align with their values and have the potential for long-term success.

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Understanding 8-K Material Events →

06/23/2026 - 04:05 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 18, 2026

UMH Properties, Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-12690	22-1890929
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

Juniper Business Plaza, 3499 Route 9 North, Suite 3-C, Freehold, NJ		07728
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (732) 577-9997

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, $.10 par value	UMH	New York Stock Exchange
6.375% Series D Cumulative Redeemable Preferred Stock, $.10 par value	UMH PRD	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Kevin Miller Employment Agreement

On June 18, 2026, the Company entered into an Employment Agreement (“Miller Agreement”) with Kevin Miller, the Company’s newly appointed Executive Vice President, Chief Financial Officer and Treasurer, effective as of June 1, 2026. The Miller Agreement has an initial term ending on January 1, 2027 and will be renewed automatically thereafter for successive one (1) year terms commencing on the first day of each calendar year unless otherwise terminated pursuant to the terms of the Miller Agreement. Pursuant to the terms of the Miller Agreement, Mr. Miller is entitled to receive an annual base salary of $430,000 (which shall be pro-rated for 2026). Mr. Miller’s base salary will be reviewed at least annually by the Compensation Committee and may be increased (but not decreased) in its discretion. Mr. Miller shall also be eligible to receive an annual cash bonus for any calendar year under the Miller Agreement with a target value equal to sixty percent (60%) of Mr. Miller’s base salary in effect for the calendar year (pro-rated for the 2026 calendar year based upon the June 1, 2026 commencement of employment). Such annual cash bonus shall be based on a combination of corporate/financial metrics and individual performance goals to be established by the Compensation Committee in consultation with Mr. Miller. For each year during the term of the Miller Agreement, Mr. Miller will also be eligible to participate in and receive a long term equity compensation award under the UMH Properties, Inc. 2023 Equity Incentive Award Plan or any successor stock or long term equity-based incentive plan adopted by the Company. Long term equity awards may be provided to Mr. Miller in the form of stock options, restricted stock units, performance-based restricted stock units, restricted stock, long-term incentive plan units, profits interests, and/or other equity or equity-based types of award, as determined by the Compensation Committee in accordance with plan terms. Any such equity awards shall be subject to performance-based and time-based vesting requirements as determined by the Compensation Committee. Performance-based vesting requirements that the Compensation Committee may elect to utilize for this purpose may include, without limitation, one or more of the following: normalized FFO per share growth, total shareholder return, same property occupancy increase, NOI growth, sale increase, acquisitions, development of sites (including through any joint ventures), capital raising and ESG. Awarded equity compensation may also be based in part upon the performance-based relative shareholder return of the Company as compared to the MSCI US REIT Index. Equity award amounts shall be reviewed at least annually by the Compensation Committee and may be increased (but not decreased) in its discretion. Any long term equity award for 2026 shall be pro-rated based upon Mr. Miller’s June 1, 2026 commencement of employment.

Under the Miller Agreement, if Mr. Miller’s employment is terminated (A) by the Company other than for cause (as defined in the Miller Agreement), (B) by Mr. Miller for good reason (as defined in the Miller Agreement), (C) due to non-renewal by the Company at the end of the applicable term, or (D) due to Mr. Miller’s death or disability (as defined in the Miller Agreement), then Mr. Miller, in addition to receiving any accrued but unpaid compensation and any nonforfeitable benefits to which Mr. Miller is entitled under benefit plans maintained by the Company as provided in the Miller Agreement, and subject (except in the case of Mr. Miller’s death) to a customary release and separation agreement being executed by Mr. Miller, will be entitled to receive any unpaid cash bonus payable for any completed prior year and an amount equal to three (3) times (or, in the case of Mr. Miller’s termination due to death or disability, one (1) times) the sum of (i) Mr. Miller’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 Mr. Miller over the three (3) year period immediately preceding the year in which Mr. Miller’s termination occurs. Such amounts described in (i) and (ii) shall be paid under the Miller Agreement in thirty-six (36) equal monthly installments (or twelve (12) equal monthly installments in the event of termination due to Mr. Miller’s disability or death), except upon a termination at or within twenty-four (24) months after a change of control of the Company. Further, any unvested stock options or time-based equity or equity-based awards granted or issued to Mr. Miller prior to the date of termination shall vest ratably over the thirty-six (36) month period immediately following the date of termination (or, in the case of Mr. Miller’s termination due to death or disability, ratably over the twelve (12) month period immediately following his termination due to death or disability) as if Mr. Miller remained fully employed for such period. The foregoing amounts, excluding accrued but unpaid compensation and any nonforfeitable incentive benefits to which Mr. Miller is entitled under benefit plans maintained by the Company as provided in the Miller Agreement, are collectively referred to herein as the “Miller Termination Benefit”.

If Mr. Miller’s employment is terminated by the Company for cause or Mr. Miller terminates his employment without good reason, he shall not be entitled to receive the Miller Termination Benefit and shall only receive accrued but unpaid compensation and any nonforfeitable benefits to which Mr. Miller is entitled under benefit plans maintained by the Company as provided in the Miller Agreement through the date of termination.

The Miller Agreement also provides that in the event Mr. Miller’s employment is terminated at or within twenty-four (24) months following the consummation of a change of control of the Company, either without cause by the Company or its successor (including as a result of the Company’s or its successor’s decision not to renew the Miller Agreement at the end of the applicable term), or due to Mr. Miller’s death or disability, or by Mr. Miller for good reason, and Mr. Miller would otherwise be entitled to receive the Miller Termination Benefit described above as a result of such termination of his employment, then Mr. Miller shall be entitled to receive a single lump sum payment of the Miller Termination Benefit not later than sixty (60) days following the termination, provided that such a lump-sum payment would be permitted by applicable provisions of the Internal Revenue Code.

The Miller Agreement also entitles Mr. Miller (and, as applicable, his spouse and eligible dependents) to certain customary fringe benefits, including vacation, life insurance and health benefits and the right to participate in the Company’s 401(k) retirement plan.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

	Number		Description
	10.1		Employment Agreement, dated June 18, 2026 (effective as of June 1, 2026), between UMH Properties Inc. and Kevin Miller
	104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	UMH Properties, Inc.

Date: June 23, 2026	By:	/s/ Samuel A. Landy
	Name:	Samuel A. Landy
		President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What position is Kevin Miller taking at UMH (UMH)?

Kevin Miller is becoming Executive Vice President, Chief Financial Officer and Treasurer. His role is effective June 1, 2026, under a formal employment agreement that initially runs through January 1, 2027 and then renews automatically for successive one-year terms.

What is Kevin Miller’s base salary under the UMH employment agreement?

Kevin Miller’s annual base salary is $430,000 under the agreement. This amount will be pro-rated for 2026 and reviewed at least annually by the Compensation Committee, which may increase but not decrease his salary at its discretion based on performance and other considerations.

How is the annual bonus for UMH CFO Kevin Miller structured?

Kevin Miller is eligible for an annual cash bonus with a target of 60% of base salary. The 2026 bonus is pro-rated from June 1, 2026 and depends on corporate and financial metrics plus individual goals set by the Compensation Committee in consultation with him.

What long-term equity incentives can Kevin Miller receive from UMH?

Kevin Miller can receive annual long-term equity awards under UMH’s 2023 Equity Incentive Award Plan. Awards may include stock options, restricted stock units, performance-based units, restricted stock and other equity types, with performance and time-based vesting tied to metrics such as FFO growth and shareholder return.

What severance could Kevin Miller receive if his employment with UMH ends?

If terminated without cause, for good reason, non-renewal, death or disability, Kevin Miller may receive unpaid prior-year bonus plus up to three times salary and average bonus. Payments are generally in 36 or 12 monthly installments, depending on the termination circumstances.

How does a change of control affect Kevin Miller’s severance from UMH?

If Kevin Miller is terminated under qualifying conditions within 24 months after a change of control, his severance (the Miller Termination Benefit) is paid as a single lump sum. This payment must be allowed under applicable Internal Revenue Code requirements and is due within 60 days after termination.

What happens to Kevin Miller’s equity awards if he leaves UMH?

If Kevin Miller has a qualifying termination, unvested stock options and time-based equity awards continue to vest ratably over 36 months, or 12 months in cases of death or disability. This treatment assumes he would have remained employed during those respective vesting periods.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EX-10.1 91.9 KB