Andrew Power
About Andrew Power
Andrew P. Power (age 45) has served as an independent director of Americold Realty Trust, Inc. (COLD) since January 2018. He is Chief Executive Officer and a member of the Board of Directors of Digital Realty (NYSE: DLR) since 2022, previously serving as Digital Realty’s President (since 2021) and Chief Financial Officer (2015–2023); he holds a B.S. in Analytical Finance from Wake Forest University and is recognized by COLD’s Board as an Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America Merrill Lynch | Managing Director, Real Estate, Gaming & Lodging Investment Banking | 2011–Apr 2015 | Led relationships with 40+ public/private companies; executed >$30B capital raises and >$19B M&A |
| Citigroup Global Markets Inc. | Vice President | 2004–2011 | Executed large-cap REIT capital markets transactions, including a then-largest REIT IPO |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Digital Realty (NYSE: DLR) | Chief Executive Officer; Director | CEO since 2022; Director since 2022; President since 2021; CFO 2015–2023 | Oversight of global operations, technology development, customer solutions, asset management, IT and financial functions |
Board Governance
- Independence: The Board has determined Andrew Power is independent under NYSE listing standards .
- Committee memberships: Audit Committee member (financial expert); Investment Committee member; not on Compensation or Nominating & Corporate Governance .
- Committee meeting cadence: 2024 meetings—Audit (4), Compensation (6), Nominating (4), Investment (5) .
- Attendance: In 2024, each director (including Power) attended in excess of 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- ESG/governance architecture: Separate Chair/CEO roles; independent committees; anti-hedging/pledging; majority vote standard; proxy access; annual self-evaluations .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $80,000 | Non-employee director retainer |
| Committee membership fees | $25,000 | Audit Committee member ($12,500) + Investment Committee member ($12,500) |
| Total fees earned (cash) | $105,000 | As reported for Power |
| Equity retainer | $175,000 | Annual RSUs or OP Units (director choice), one-year vesting |
| All other compensation | $21,421 | Dividends/distributions on RSUs/OP Units |
| Total director compensation | $301,421 | Sum of components |
Program design (directors):
- Cash: $80k retainer; committee retainers—Audit: $12.5k members/$25k chair; Compensation: $10k members/$20k chair; Nominating: $7.5k members/$15k chair; Investment: $12.5k members/$25k chair .
- Equity: $175k annual grant ($225k for Board Chair) in RSUs or OP Units with one-year vest .
- No meeting fees disclosed; reasonable expense reimbursement .
Performance Compensation
| Item | Disclosure |
|---|---|
| Director performance metrics tied to pay | None disclosed; director equity awards are time-based RSUs/OP Units with one-year vest |
| Option awards (directors) | Not part of director program; annual equity noted as RSUs/OP Units |
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Digital Realty (NYSE: DLR) | CEO; Director | Interlock: COLD Chairman Mark R. Patterson is also a Digital Realty director (since 2016), creating shared board/network ties between COLD and DLR |
- Potential implications: Interlocks can facilitate information flow on REIT capital markets and governance practices; COLD discloses no related-party transactions >$120k in 2024 period, mitigating conflict concerns .
Expertise & Qualifications
| Domain | Evidence |
|---|---|
| Finance & Accounting | Board skills matrix; Audit Committee financial expert |
| Real Estate/REITs | Extensive REIT capital markets and Digital Realty leadership |
| Capital Markets | >$30B capital raises; >$19B M&A |
| International/Company Senior Leadership | Global portfolio oversight at Digital Realty |
| Cybersecurity oversight (committee) | Audit Committee oversees cybersecurity risk reporting |
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Andrew P. Power | 41,840 | <1% | As of April 1, 2025; star indicates <1% per table |
| Director ownership guideline (non-employee directors) | 5× annual cash retainer | — | Power has achieved the guideline |
| Hedging/pledging policy | Prohibited for directors | — | Anti-hedging/pledging policy in effect |
Governance Assessment
- Strengths: Independent status; Audit Committee financial expert; >75% meeting attendance; adherence to stringent stock ownership guidelines; anti-hedging/pledging and majority vote standard enhance investor alignment .
- Compensation alignment: Balanced director pay structure with material equity retainer ($175k) and one-year vesting; committee fees consistent with oversight responsibilities (Audit/Investment) .
- Interlock monitoring: Shared DLR board presence with COLD Chair Patterson warrants routine oversight for potential information or influence channels; no related-party transactions >$120k disclosed for 2024 period .
- Shareholder feedback: NEO say‑on‑pay approval >89% signals broader acceptance of compensation governance; Compensation Committee advised by independent consultant (Meridian) with no conflicts identified .
RED FLAGS to monitor
- Board interlocks: Dual involvement with Digital Realty (Power as CEO/director; Patterson as director) increases network overlap—monitor any transactions or strategic ties for independence assurance .
- Time commitments: External CEO role (DLR) plus COLD directorship—attendance thresholds met, but sustained engagement should be tracked annually via committee/board participation metrics .
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