Mark A. Denien
About Mark A. Denien
Independent Trustee at Acadia Realty Trust since October 2022; age 58. Former EVP & CFO of Duke Realty (S&P 500 industrial REIT) from 2013 to its 2022 merger with Prologis; previously held multiple executive roles at Duke Realty (2005–2022). Earlier, audit and advisory partner at KPMG focused on real estate and construction; Certified Public Accountant. The Board has designated him an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duke Realty Corporation | EVP & Chief Financial Officer; prior executive roles | CFO 2013–Oct 2022; executive roles 2005–2022 | Oversaw capital markets, accounting, tax, IR, treasury, IT; tenure ended upon merger into Prologis (2022) |
| KPMG LLP | Audit & advisory partner (real estate, construction); began career at KPMG | Career start 1989 (partner prior to joining Duke Realty) | Led audit/advisory for public real estate companies; CPA credential |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Goodwill Industries of Central and Southern Indiana | Board Member | Current | Nonprofit board service |
| Indiana University Center for Real Estate Studies | Advisory Board Member | Current | Also member, investment committee for IU real estate private equity fund |
| Indiana University | Guest Lecturer (real estate/finance) | Current | Academic engagement |
Board Governance
- Independence and financial expertise: Board affirms Denien is independent under NYSE rules and qualifies as an audit committee financial expert.
- Committee assignments: Audit Committee (Chair, member since 2022); Compensation Committee (Member since 2024).
- Attendance and engagement: In 2024, each incumbent Trustee attended at least 75% of Board and applicable committee meetings; all Trustees attended the 2024 annual meeting. Executive sessions of independent Trustees are held at each regular Board meeting.
- Board leadership: Lead Trustee is independent (Lee S. Wielansky); CEO presides over regular Board meetings; Lead Trustee presides over executive sessions.
- Say-on-Pay signal: 2024 advisory Say-on-Pay received ~93.5% support, indicating strong shareholder alignment.
Fixed Compensation
- Director fee structure (non-employee Trustees):
- 2024: $75,000 cash + $100,000 equity retainer; Audit Chair fee $25,000.
- 2025: $80,000 cash + $120,000 equity retainer; Other committee chair fees increase to $20,000 (Audit Chair remains $25,000).
| Item | 2024 | 2025 |
|---|---|---|
| Standard Annual Cash Retainer | $75,000 | $80,000 |
| Standard Annual Equity Retainer (RSUs/LTIP Units) | $100,000 | $120,000 |
| Audit Committee Chair Fee | $25,000 | $25,000 |
| Other Committee Chair Fee | $15,000 | $20,000 |
- 2024 compensation for Mark A. Denien (elected to take cash components in equity at 10% discount; one-year vest):
- Fees earned in cash: $0; Stock awards: $211,489; All other comp (dividends on LTIP units): $20,405; Total: $231,894.
- Note: He elected to receive his $75,000 cash retainer and $25,000 Audit Chair fee as Restricted LTIP Units at a 10% discount, vesting over one year.
Performance Compensation
- Directors at Acadia receive time-based equity (RSUs/LTIP Units); no performance-conditioned director equity is disclosed.
- 2024–prior director equity grants for Denien (outstanding as of 12/31/2024):
| Grant Date | Instrument | Units | Vesting | Source |
|---|---|---|---|---|
| 10/11/2022 | RSUs/LTIP Units | 1,441 | 3-year schedule; last vest May 9, 2025 | |
| 05/04/2023 | RSUs/LTIP Units | 5,005 | 3-year schedule; last vest May 9, 2026 | |
| 05/02/2024 | RSUs/LTIP Units (cash retainer conversion) | 6,513 | Vest May 9, 2025 (1-year) | |
| 05/02/2024 | RSUs/LTIP Units (standard equity retainer) | 5,862 | 3-year schedule; last vest May 9, 2027 |
Directors may also elect to convert cash fees into equity at a 10% discount with one-year vest; cumulative dividends on unvested RSUs are paid upon vesting; LTIP Units receive distributions currently.
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Denien in the AKR proxy.
- Compensation Committee interlocks: None; no member of the Compensation Committee (including Denien) had relationships requiring Item 404 disclosure in 2024.
Expertise & Qualifications
- Over 30 years of real estate industry experience; former CFO (9+ years) of a public REIT.
- Audit committee financial expert under SEC rules; CPA; former KPMG partner focused on public real estate companies.
- Capital markets, accounting, investor relations, treasury, IT oversight experience; investment committee experience for a real estate private equity fund.
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership | 15,234 LTIP Units; <1% of outstanding shares. |
| Unvested director equity (time-based) | 18,821 RSUs/LTIP Units outstanding/unvested as of 12/31/2024 (see grant schedule above). |
| Options | No director option awards outstanding. |
| Ownership guidelines | Non-employee Trustees must hold ≥5x annual cash fees; all met as of 12/31/2024 except one newer Trustee (Woodhouse). Implication: Denien met guideline. |
| Hedging/pledging | Company prohibits hedging and pledging; all Trustees/officers in compliance as of the proxy date. |
Governance Assessment
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Strengths for investor confidence
- Independent Audit Committee Chair and SEC-designated financial expert; enhances financial reporting oversight.
- Meaningful equity alignment: elected to take all 2024 cash fees in equity; standard director equity vests over 3 years, reinforcing long-term orientation.
- Ownership guideline compliance and anti-hedging/anti-pledging policies reduce misalignment risk.
- No related-party transactions or compensation interlocks involving Denien disclosed.
- Board-level governance practices strong (Lead Independent Trustee; executive sessions each meeting; majority independent board; majority voting/resignation policy).
-
Watch items
- Attendance disclosure is aggregate (≥75% for all Trustees); no Denien-specific attendance percentages provided. Continued visibility into individual attendance would be preferable.
- Multiple committee workloads (Audit Chair and Compensation Committee) concentrate oversight responsibilities; ongoing monitoring of committee effectiveness is advisable.
-
Compensation Committee process
- Committee (includes Denien) uses independent consultant (Ferguson Partners Consulting), applies peer benchmarking, and maintains clawback, ownership, and anti-hedging policies; no interlocks.
-
Shareholder sentiment
- High Say-on-Pay support (~93.5%) suggests broad endorsement of pay practices and governance approach.
No red flags were disclosed for Denien regarding related-party transactions, pledging/hedging, legal proceedings, or governance controversies in the latest proxy.