David Neithercut
About David J. Neithercut
Independent director at Americold Realty Trust (COLD) since 2019; age 69. Former CEO of Equity Residential (EQR) from 2006–2018, President 2005–2018, EVP–Corporate Strategy 2004–2005, and CFO 1995–2004; currently serves as Trustee and Board Chair at EQR (appointed Chair May 2023). Education: BA, St. Lawrence University; MBA, Columbia Business School. Recognized industry leader: former Chair of NAREIT’s Executive Board; recipient of NAREIT’s 2018 Industry Leadership Award . He is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Equity Residential (NYSE: EQR) | Chief Executive Officer | 2006–2018 | Led large-cap REIT; industry leadership recognition via NAREIT 2018 award . |
| Equity Residential (NYSE: EQR) | President | 2005–2018 | Senior leadership of public REIT . |
| Equity Residential (NYSE: EQR) | EVP – Corporate Strategy | 2004–2005 | Corporate strategy leadership . |
| Equity Residential (NYSE: EQR) | EVP & Chief Financial Officer | 1995–2004 | Long-tenured public REIT CFO . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Equity Residential (NYSE: EQR) | Trustee; Board Chair | Trustee since 2006; Chair since May 2023 | Current public company board; Board leadership . |
| Public Storage (NYSE: PSA) | Trustee | Prior (former) | Former public company fiduciary role . |
| General Growth Properties (now part of Brookfield) | Director | Prior (former) | Former public company director . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director (NYSE standards) . |
| Committees | Compensation Committee (member) and Investment Committee (Chair) . |
| Committee meetings (2024) | Audit 4; Compensation 6; Nominating & Governance 4; Investment 5 . |
| Board attendance | Board held 6 meetings in 2024; each director attended >75% of Board and applicable committee meetings; all directors attended 2024 Annual Meeting . |
| Board structure | Separate Chair (independent) and CEO roles . |
| Executive sessions | Independent directors meet regularly in executive session . |
| Election cycle | Annual (non-classified board) . |
| Anti-hedging/pledging | Policy prohibits hedging/pledging; applies to directors and executives . |
| Ownership guidelines | Directors must hold ≥5x annual cash retainer; Neithercut has achieved compliance . |
| Overboarding policy | Limit of ≤5 public company boards; all directors compliant . |
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Standard non-employee director cash retainer . |
| Committee chair fees | $25,000 | Investment Committee chair . |
| Committee member fees | $10,000 | Compensation Committee member . |
| Fees earned (cash total) | $115,000 | Sum of retainer and committee fees for 2024 . |
| All other compensation | $21,700 | Dividend equivalents/distributions on RSUs/OP Units . |
| Total 2024 director comp | $311,700 | Cash $115,000; Stock awards $175,000; Other $21,700 . |
Program reference: Director equity grant $175,000 (Chair: $225,000) in RSUs or OP Units, 1-year vest; Board Chair cash retainer $175,000; committee chairs/members paid as follows: Audit $25,000/$12,500; Compensation $20,000/$10,000; Nominating & Governance $15,000/$7,500; Investment $25,000/$12,500 .
Performance Compensation (Director Equity)
| Element | Grant/Value | Vesting | Performance Conditions |
|---|---|---|---|
| Annual director equity | $175,000 | 1-year vest | None (time-based RSUs or OP Units at director’s election); dividend equivalents/distributions accrue . |
Note: Director equity is time-based; no TSR/financial metrics are applied to non-employee director grants .
Other Directorships & Interlocks
- Current public boards: Equity Residential (Trustee; Board Chair) .
- Former: Public Storage (Trustee); General Growth Properties (Director) .
- Compensation Committee interlocks: None disclosed for the Company (no insider participation/interlocks) .
Expertise & Qualifications
- Skill matrix indicates strengths in Finance & Accounting, Real Estate, REITs, Capital Markets, and senior leadership experience .
- Industry leadership: Former NAREIT Executive Board Chair; NAREIT 2018 Industry Leadership Award .
- Not designated as an Audit Committee Financial Expert at COLD (those are Alburger, Barrett, Power) .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership | 26,883 shares/units (less than 1% of outstanding) as of Apr 1, 2025 . |
| Composition | 19,966 vested OP Units convertible into common stock; 6,917 OP Units vesting within 60 days . |
| Shares outstanding (context) | 284,719,592 common shares outstanding (record date) . |
| Ownership guidelines | Required ≥5x cash retainer; Neithercut has achieved . |
| Hedging/pledging | Prohibited by policy . |
Governance Assessment
-
Positive signals
- Independent, experienced REIT operator; chairs Investment Committee and serves on Compensation Committee—strong fit for capital allocation and pay oversight in an asset/capital-intensive REIT .
- Ownership alignment: compliant with 5x retainer guideline; awarded time-based equity; anti-hedging/pledging policy in force .
- Engagement: >75% attendance; Board/committee executive sessions; annual elections; separated Chair/CEO; proxy access and majority voting .
- No related-party transactions involving directors in 2024; no material legal proceedings adverse to the Company involving directors .
-
Watch items
- External Chair role at EQR increases workload but remains within overboarding limits (≤5 boards) and no conflicts disclosed; EQR is a residential REIT versus COLD’s temperature-controlled logistics, reducing competitive overlap .
- As Investment Committee Chair, continued scrutiny warranted on development pipeline governance and capital deployment given Company’s significant pipeline; committee met 5 times in 2024 .
Related Party & Risk Indicators
- Related party transactions: None >$120,000 involving directors, executives, 5% holders, or their immediate family since Jan 1, 2024 .
- Policies: Clawback (Company-wide for incentive comp), anti-hedging/pledging, codes of conduct, risk oversight through Board and committees .
- Say-on-Pay: 89% approval at prior annual meeting—indicative of investor support for compensation framework overseen in part by the Compensation Committee .
Employment & Term (Director)
- Service start at COLD: 2019 (annual re-election) .
- Term: One-year, subject to annual stockholder vote; all non-employee directors are independent .
Notes
- Director compensation and ownership details reflect fiscal 2024/record-date disclosures in the 2025 DEF 14A proxy .
- Insider Form 4 trading activity is not disclosed in the proxy; no related-party exposure was reported for directors in 2024 .