UDR REIT INC (UDR)
Sector: Real Estate
2026 Annual Meeting Analysis
UDR REIT INC · Meeting: May 21, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 8 Directors
Mr. Clark was appointed in October 2025, well within the 24-month new-director exemption, so no TSR trigger applies; he brings extensive real estate and capital markets experience and holds 2 outside board seats, within the 4-seat limit.
Ms. Goitia was appointed January 1, 2026, well within the 24-month new-director exemption, so no TSR trigger applies; she brings deep accounting and financial expertise as a former KPMG partner, appropriate for her Audit Committee role.
Mr. Grove has served since 1998 (28 years), but UDR's 3-year total return of +0.1% falls in the low-positive band (0–20%), and the gap versus the company's disclosed compensation peer group median is only -11.2 percentage points, well below the 35-point threshold needed to trigger a vote against; he holds no other public board seats.
Ms. King has served since 2015 (11 years); with a 3-year gap versus peers of only -11.2 percentage points against a 35-point threshold, the TSR trigger does not apply, and she holds no other public board seats.
Mr. McNamara has served since 2014 (12 years); the peer-group TSR gap of -11.2 percentage points is well below the 35-point trigger threshold, he chairs the Compensation Committee and serves on 1 other public board, within limits.
Mr. Nickelberry has served since 2021 (5 years); UDR's 3-year peer gap of -11.2 percentage points is well below the 35-point threshold, he holds no other public board seats, and he brings relevant capital markets and governance expertise.
Mr. Patterson has served since 2014 (12 years); the TSR gap versus peers of -11.2 percentage points is well below the 35-point trigger threshold, and his 2 other public board seats (Americold, Digital Realty) are within the 4-seat policy limit.
Mr. Toomey has served since 2001 (25 years) as Chairman, President and CEO; as an executive director he is subject to the same TSR test as other directors, but the -11.2 percentage point gap versus the peer group median is well below the 35-point trigger threshold, so no TSR-based vote against applies.
All 8 nominees receive a FOR vote. UDR's 3-year total return of +0.1% places it in the low-positive band, requiring a 35-point gap versus the disclosed peer group median to trigger a vote against any director; the actual gap is only -11.2 percentage points. Two newly appointed directors (Clark, Goitia) are exempt from the TSR trigger under the 24-month new-director rule. No director is overboarded, no attendance issues were disclosed, and the board has a published skills matrix with all-independent Audit, Compensation, and Nominating & Governance Committees.
Say on Pay
✓ FORCEO
Thomas W. Toomey
Total Comp
$9,933,438
Prior Support
85.7% average over last five years%
The CEO's reported total compensation of approximately $9.9 million is consistent with benchmark expectations for a CEO at a large-cap residential REIT (roughly $13 billion market cap), and no individual pay level threshold is triggered. The compensation program is strongly performance-oriented — the company states that 86% of named executive officer pay is variable and at-risk, well above the 50–60% policy minimum, and all equity awards carry performance conditions (100% performance-based, no pure time-vesting for incentive grants). While UDR's 3-year total return of +0.1% trails the disclosed peer group median by 11.2 percentage points, this gap does not exceed the 20-point threshold that would flag incentive pay as misaligned with shareholder experience, and shareholders have consistently supported the pay program with an 85.7% average approval rate over five years, well above the 70% concern threshold. The company also has a compliant Dodd-Frank clawback policy and engaged with shareholders representing 28% of shares outstanding on compensation matters in 2025.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$1,421,200
Non-Audit Fees
$18,000
The non-audit fees (tax services of $18,000) represent only about 1.3% of audit fees of $1,421,200, far below the 50% threshold that would raise independence concerns. Auditor tenure is not explicitly disclosed in the proxy, so the tenure trigger cannot fire under policy. Ernst & Young is a Big 4 firm fully appropriate for a $13 billion market-cap S&P 500 REIT, and no material financial restatements are disclosed.
Overall Assessment
UDR's 2026 annual meeting presents three standard proposals — director elections, say-on-pay, and auditor ratification — all of which receive FOR votes under the applicable policy screens. No TSR trigger fires for any director (the peer-group gap of -11.2 percentage points is well below the 35-point threshold for the low-positive return band), pay is heavily performance-linked with strong historical shareholder support, and Ernst & Young's non-audit fees are negligible at roughly 1.3% of audit fees.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing