Mark Patterson
About Mark R. Patterson
Independent Chairman of the Board at Americold (COLD) since March 2019; director since January 2018; age 64. Former Global Head of Real Estate Investment Banking at Citigroup and senior real estate principal investing executive at Merrill Lynch, now President of MRP Holdings, LLC and a real estate consultant; CPA with a BBA from William & Mary and MBA from UVA Darden . Designated independent under NYSE standards; the roles of Chair and CEO are separated at COLD .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merrill Lynch | Managing Director; Head of Real Estate Global Principal Investments; Co-Head Global Commercial Real Estate | 2005–Jan 2009 | Led principal investing and global CRE banking, mortgage debt; senior leadership across capital markets and REIT advisory . |
| Citigroup | Global Head of Real Estate Investment Banking | 1996–2005 | Built RE investment banking franchise; extensive public REIT engagement . |
| General Growth Properties (now part of Brookfield) | Director | 2011–2017 | Public RE company board experience . |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| UDR, Inc. (NYSE: UDR) | Director | 2014 | Public REIT board service . |
| Digital Realty Trust (NYSE: DLR) | Director | 2016 | Public REIT board; note interlock with COLD director Andrew Power, who is DLR CEO and a COLD director . |
| Paramount Group (NYSE: PGRE) | Director | 2018 | Public REIT board service . |
| Investcorp, Inc. | Senior Advisor | N/A | Advisory capacity . |
| Rockefeller Capital Management | Executive Advisor | N/A | Advisory capacity . |
| Energy Impact Partners | Senior Advisor | N/A | Advisory capacity . |
Board service limit: COLD prohibits service on more than five public boards; the Board affirmed all directors are in compliance (Patterson holds COLD + three public boards) .
Board Governance
- Roles: Independent Chairman of the Board; Chair, Nominating & Corporate Governance Committee (NCG) .
- Committee assignments: NCG (Chair); not listed on Audit or Compensation; Board also maintains Audit, Compensation, and Investment committees (2024 meetings: Audit 4; Compensation 6; NCG 4; Investment 5) .
- Independence & leadership: All directors except the CEO are independent; Chair/CEO roles separated; executive sessions of independent directors are held regularly .
- Attendance: Each director attended >75% of Board and committee meetings in 2024; all directors attended the 2024 annual meeting .
- Skills matrix: Patterson flagged for Finance & Accounting, Real Estate, REITs, Capital Markets, International, and Company Senior Leadership .
- Related-party oversight: Audit Committee pre-approves related-party transactions; no related-party transactions >$120,000 since Jan 1, 2024 were reported .
- Governance policies: Anti-hedging/pledging, majority vote standard, proxy access, annual board elections, and director/executive stock ownership requirements .
Fixed Compensation (Director)
| Year | Cash Retainer and Committee Fees ($) | Equity Award ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 190,000 | 225,000 | 30,645 | 445,645 |
| Notes: Chair of Board retainer $175,000 and NCG Chair fee $15,000 align with program; equity delivered as RSUs or OP Units with one-year vesting . Figures reflect 2024 director compensation table . |
Performance Compensation (Director)
| Element | Design | Metrics/Performance Conditions |
|---|---|---|
| Annual Director Equity | $225,000 grant (Chair) in RSUs or OP Units; one-year vesting | No performance conditions for directors; time-based vesting only . |
| Clawback applicability | Equity awards under the plan subject to clawback/recoupment policies and applicable law | Clawback provisions in equity plan; no option/SAR repricing without shareholder approval . |
| Anti-hedging/pledging | Prohibited | Policy disclosed in governance highlights and codes . |
Other Directorships & Interlocks
| Entity | Type | Nature of Interlock/Consideration |
|---|---|---|
| Digital Realty (DLR) | REIT | Patterson is director at DLR; COLD director Andrew Power is DLR’s CEO and also on COLD’s Board—creates a board-level interlock that warrants routine monitoring for potential conflicts on overlapping topics (e.g., governance approaches), though no related-party transactions are disclosed at COLD . |
| Advisory roles | Advisory | Senior/Executive Advisor roles at Investcorp, Rockefeller Capital Management, Energy Impact Partners; no related-party transactions disclosed at COLD . |
Expertise & Qualifications
- Deep real estate capital markets and REIT governance expertise from senior roles at Citigroup and Merrill Lynch; extensive public REIT board experience (UDR, DLR, PGRE) .
- CPA; BBA (William & Mary), MBA (UVA Darden) .
- Governance leadership as independent Chair and NCG Committee Chair; Board skill-set includes finance, real estate, capital markets, international exposure .
Equity Ownership
| Holder | Common Shares Owned | Vested OP Units | OP Units Vesting ≤60 Days | Total Beneficial Ownership | % of Shares Outstanding | Ownership Guideline Status |
|---|---|---|---|---|---|---|
| Mark R. Patterson | 14,957 | 29,305 | 8,893 | 53,155 | <1% | Met 5× cash retainer guideline for directors |
| Citations: beneficial ownership line item and footnote (15) ; director ownership guideline compliance disclosed (Patterson has achieved) . Anti-pledging/hedging policy in place . |
Governance Assessment
- Strengths (investor confidence signals):
- Independent Chair with capital markets/REIT depth; Chair of NCG—strong governance emphasis .
- Robust director ownership; guidelines met; anti-hedging/pledging policy; equity awards subject to clawback .
- Board independence (all except CEO), executive sessions, majority vote, proxy access; >75% attendance .
- No related-party transactions disclosed in 2024–2025 proxy period .
- Watch items (monitoring focus):
- Board interlock with Digital Realty via Andrew Power (DLR CEO and COLD director) and Patterson’s DLR board seat—monitor for potential perceived conflicts; ensure recusals as needed .
- Multiple external public boards (UDR, DLR, PGRE) plus COLD—within COLD’s five-board cap and affirmed compliant, but time demands should continue to be assessed .
Attendance, compensation, ownership, and independence disclosures are per COLD’s 2025 DEF 14A; no director-specific performance pay or related-party issues for Patterson were disclosed .