Michael Judlowe
About Michael Judlowe
Independent director since September 2021; age 59 as of April 4, 2025; background in equity capital markets focused on real estate, gaming, and lodging. Former Chairman of Jefferies’ U.S. Real Estate, Gaming & Lodging investment banking; prior Co-Head of Equity Capital Markets Americas; 10 years in ECM at Citigroup; B.A. Tufts and MBA NYU Stern . The Board cites his capital markets, investment banking, and REIT experience as core credentials supporting his continued service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jefferies | Chairman, U.S. Real Estate, Gaming & Lodging, Investment Banking | Jun 2019–Mar 2021 | Led sector coverage and transactions |
| Jefferies | Co-Head, Equity Capital Markets Americas | 2013–2019 | Led ECM origination and execution |
| Jefferies | Managing Director; established Real Estate ECM practice | Joined 2010 | Built REIT ECM platform |
| Citigroup | Equity Capital Markets | ~10 years prior to Jefferies | ECM execution and leadership |
| IPO leadership | Led IPOs: National Storage Affiliates (NYSE: NSA), QTS Realty Trust (NYSE: QTS), AmREIT (NYSE: AMRE), ClubCorp (NYSE: MYCC) | Various | Significant IPO track record |
External Roles
- No other current public company directorships are listed in Mr. Judlowe’s proxy biography .
Board Governance
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation Committee | Member | 2 | Committee composed entirely of independent directors |
| Executive Committee | Member | 1 | Executive Committee holds delegated authority from the Board |
- Independence: The Board affirmatively determined Mr. Judlowe is independent under NYSE standards and the company’s Corporate Governance Guidelines .
- Attendance and engagement: The Board met 4 times in 2024; each director attended 75%+ of aggregate Board and committee meetings; directors attend annual meetings barring unavoidable conflicts .
- Independent director sessions: Independent directors meet in executive session quarterly .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Cash fees | $70,000 | Non-management directors may elect cash or stock; cash paid quarterly |
| Stock award (time-based) | $115,000 | Restricted stock; 1-year vest; granted under 2020 Plan |
| Shares issued in lieu of cash | 1,217 shares | Mr. Judlowe elected stock for portion of cash fees |
| Committee chair fees | $0 | Only chairs receive premiums; Mr. Judlowe not a chair |
| Lead Independent Director premium | $0 | Premium applies only to Lead Independent Director (Lehmkuhl) |
| Meeting fees | $0 | No additional compensation for attendance |
Director compensation policy: Non-employee directors receive $185,000 annually (split: $115,000 restricted stock with 1-year vest; $70,000 cash or stock); chair premiums: Audit $25k; Comp and N&G $20k; Lead Independent Director $30k .
Performance Compensation
| Performance Metric | Applies to Director Compensation? | Notes |
|---|---|---|
| TSR, revenue/EBITDA, ESG goals | No | Director pay consists of cash and time-vested restricted stock; no performance-based metrics disclosed for directors |
Other Directorships & Interlocks
- Proxy materials do not list current external public company boards for Mr. Judlowe; no disclosed interlocks affecting ADC governance .
Expertise & Qualifications
- Skills matrix highlights: Board/Executive experience; REITs/Real Estate; Capital Markets/M&A; Financial literacy; Strategic Planning; Risk Management; Independence .
- Legal/regulatory: Not marked for Mr. Judlowe in matrix .
- Technology/Cybersecurity and ESG: Not marked for Mr. Judlowe in matrix .
- Education: B.A. Political Science (Tufts); MBA Marketing (NYU Stern) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 11,930 | As of March 7, 2025 |
| Shares outstanding | 107,352,634 | As of March 7, 2025 |
| Ownership % of class | ~0.011% | Based on 11,930/107,352,634; table denotes “<1%” |
| Unvested restricted stock | 3,217 shares | As of Dec 31, 2024 |
| Pledged shares | None indicated | Proxy notes none pledged unless otherwise indicated |
| Stock ownership guidelines | Applicable | Non-employee directors subject to ownership guidelines; specific multiples not disclosed in proxy sections cited |
Compensation Committee Analysis
| Item | Details |
|---|---|
| Committee members | Gregory Lehmkuhl (Chair); Michael Judlowe; Jerome Rossi |
| Independence | Compensation Committee composed entirely of independent directors |
| Consultant | Meridian Compensation Partners engaged; determined independent under SEC guidelines |
| Benchmarking | Director compensation regularly benchmarked to peers by Compensation Committee with Meridian |
Insider Filings (Section 16)
| Item | Status | Notes |
|---|---|---|
| Section 16(a) filings for FY2024 | Timely for Mr. Judlowe | Company states all filings timely in 2024 except a late Form 3 for Linglong He |
Related Party Transactions and Conflicts
- Policy: Related party transactions reviewed under a formal policy; non-interested directors review for arm’s-length terms; Code of Conduct prohibits conflicts without Board-approved guidelines .
- 2024 transactions: No related person transactions in 2024 involving Mr. Judlowe; one real estate sale to an entity managed by director John Rakolta Jr. at market terms ($3,650,000) .
- Independence determination considered related person transactions and found no impact on independence for listed independent directors including Mr. Judlowe .
Governance Assessment
- Strengths: Independent status, active committee service (Compensation and Executive) ; regular attendance (≥75% of Board/committee meetings) ; quarterly executive sessions of independent directors ; director compensation balanced between cash and equity (1-year vest RS) with no meeting fees .
- Alignment: Beneficial ownership of 11,930 shares and ongoing receipt of restricted stock grants; subject to director ownership guidelines .
- Consultant independence: Compensation Committee’s use of Meridian as independent consultant supports governance quality .
- Conflicts: No related person transactions tied to Mr. Judlowe; Board independence review affirms independence .
- RED FLAGS: None identified in proxy for Mr. Judlowe—no pledging, no meeting fee incentives, no disclosed related-party transactions; Section 16 filings timely .