Form 4: UDR Inc. Chairman and CEO Thomas W. Toomey Reports Changes in Beneficial Ownership

Thomas W. Toomey, Chairman and CEO of UDR Inc., reports changes in his beneficial ownership of Class 2 LTIP Units, including forfeitures and vesting based on performance metrics.

Summary

• On February 13, 2025, Thomas W. Toomey, Chairman and CEO of UDR Inc., reported changes in his beneficial ownership of Class 2 LTIP Units.
• These changes involve the forfeiture and vesting of units based on the achievement of pre-established performance metrics.
• Specifically, 118,837 Class 2 LTIP Units were forfeited, while 2,195 and 27,360 units vested.
• The vesting of these units is tied to various performance goals, including relative total shareholder return (TSR), FFO as Adjusted growth rate, operations index, transactions index, GRESB percentile, and associate engagement & DEI goals.
• Following these transactions, Toomey directly owns 906,236 Class 2 LTIP Units.

Sentiment

Score: 6

Explanation: The document is neutral in tone, reporting routine transactions related to executive compensation. The forfeiture of some units is a negative, but the vesting of others is a positive, resulting in a neutral overall sentiment.

Negatives

• 118,837 Class 2 LTIP Units were forfeited due to not meeting certain performance metrics.

Risks

• The value of the Class 2 LTIP Units is dependent on UDR's performance and market conditions.
• Vesting is contingent upon meeting specific performance metrics, which may not always be achieved.

Future Outlook

The future value and vesting of the Class 2 LTIP Units are dependent on the company's performance and the achievement of pre-established metrics.

Industry Context

This filing is a routine disclosure related to executive compensation and aligns with standard practices for publicly traded companies. The use of LTIP units is a common method to incentivize executives and align their interests with those of shareholders.

Comparison to Industry Standards

• Equity compensation, including LTIP units, is a standard practice among publicly traded REITs like UDR, AvalonBay Communities (AVB), and Equity Residential (EQR).
• These companies often use performance-based vesting criteria tied to metrics such as TSR and FFO to align executive compensation with shareholder value creation.
• The specific metrics and vesting schedules can vary, but the underlying principle of incentivizing long-term performance is consistent across the industry.

Stakeholder Impact

• The vesting and forfeiture of LTIP units can impact shareholder value by aligning executive compensation with company performance.
• Employees holding LTIP units are directly affected by the company's performance and the achievement of pre-established metrics.

Key Dates