Mark R. Patterson
About Mark R. Patterson
Independent director of Digital Realty Trust, Inc. (DLR) since 2016; age 64; currently serves on the Talent & Compensation and Nominating & Corporate Governance Committees. He holds a BBA from the College of William & Mary and an MBA from the University of Virginia, with core credentials in finance, real estate, REITs, and international markets . The Board has affirmatively determined he is independent under NYSE rules, and directors met at least 75% attendance thresholds in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MRP Realty Advisors, LLC | President | Not disclosed | Strategic advisory across real estate investing |
| Investcorp International; Energy Impact Partners; Rockefeller Capital Management | Advisor | Not disclosed | Finance/energy investing advisory roles |
| Boomerang Systems, Inc. | Chief Executive Officer | Aug 2010–Jan 2015 | Company subsequently filed Chapter 11 in Aug 2015 (context for risk assessment) |
| Citigroup | Managing Director; Global Head of Real Estate Investment Banking | Not disclosed | Led global real estate investment banking |
| Merrill Lynch | Managing Director; Head of Real Estate Global Principal Investments; Global Head of Real Estate Investment Banking; Co-Head Global Commercial Real Estate | Not disclosed | Oversaw principal investing and mortgage debt; broad real estate finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UDR, Inc. (NYSE) | Director | Since 2014 | Compensation Committee; Nominating & Corporate Governance Committee member |
| Americold Realty Trust (NYSE) | Chairman | Since Mar 2019; joined board Jan 2018 | Chair, Nominating & Corporate Governance Committee; Board leadership |
| Paramount Group, Inc. (NYSE) | Director | Since May 2018 | Chair, Nominating & Corporate Governance Committee |
- Interlock note: DLR’s CEO Andrew P. Power is also a director at Americold (audit and investment committees), while Patterson serves as Americold’s Chairman, creating a board-level information flow interlock between DLR and Americold .
Board Governance
- Committee assignments: Member, Talent & Compensation (7 meetings in 2024) and Nominating & Corporate Governance (5 meetings in 2024) .
- Independence: Board determined all non-employee nominees (including Patterson) are independent under NYSE standards; Board held six meetings and independent directors met in executive session four times in 2024; each director attended ≥75% of Board and committee meetings .
- Stock ownership governance: Non-employee directors must hold 5.0x prior-year cash retainer/fees; all directors/officers subject to guidelines are in compliance. Anti-hedging and anti-pledging policies apply to directors; all are in compliance .
Fixed Compensation
| Component (2024) | Amount | Details |
|---|---|---|
| Board member cash retainer | $85,000 | Standard non-employee director annual cash retainer |
| Committee membership fees | $30,000 | $15,000 Nominating & Corporate Governance + $15,000 Talent & Compensation (member rates) |
| Total cash (reported) | $115,000 | Matches retainer plus two committee memberships |
| Equity grant (LT units/RS) | $229,916 | Annual grant on June 7, 2024; formula increased from $190,000 to $230,000 in 2024; vests fully at earlier of 1-year or prior to next annual meeting |
| Total director compensation | $344,916 | Cash + equity grant value (ASC 718) |
- Director Equity Election Program: Directors may elect to receive cash retainers/fees in fully-vested PIUs at 100% of cash value; in 2024, such election was utilized by VeraLinn Jamieson and William LaPerch (not Patterson) .
Performance Compensation
- Non-employee director pay at DLR does not include performance-based metrics; annual equity grants to directors are time-based and vest in full over ~1 year as described above .
- Executive compensation metrics overseen by the Talent & Compensation Committee (context for board effectiveness):
- Core FFO per share/unit thresholds: $6.58 (threshold), $6.68 (target), $6.78 (max); actual 2024 Core FFO was $6.71 (at target) .
- Same Store Cash NOI growth: exceeded maximum level; leverage: exceeded maximum; ≤1MW & interconnection signings: exceeded target .
- Annual bonus weightings: CEO 85% financial/revenue metrics, 15% individual; CFO/GC 70% financial/revenue, 30% individual .
- Actual bonuses: CEO 159% of target; CFO and GC 158% of target for 2024 .
| Performance Metric (2024 Executive Program) | Threshold | Target | Maximum | Actual/Outcome |
|---|---|---|---|---|
| Core FFO per share/unit ($) | 6.58 | 6.68 | 6.78 | 6.71 (target met) |
| Same Store Cash NOI (growth) | Not disclosed | Not disclosed | Not disclosed | Exceeded max |
| Leverage | Not disclosed | Not disclosed | Not disclosed | Exceeded max |
| ≤1MW & Interconnection Signings | Not disclosed | Not disclosed | Not disclosed | Exceeded target |
Other Directorships & Interlocks
| Company | Type of relationship to DLR | Interlock/Conflict assessment |
|---|---|---|
| Americold Realty Trust (NYSE) | External REIT board where Patterson is Chairman; DLR CEO Power is also a director | Governance interlock exists; no related-party transaction disclosed with Americold in DLR proxy |
| UDR, Paramount Group (NYSE) | External REIT boards | No DLR related-party transaction disclosures involving these companies in 2024 proxy |
Expertise & Qualifications
- Deep finance/real estate/REIT expertise with global investment banking leadership at Citigroup and Merrill Lynch; principal investing and mortgage debt experience .
- Advisory roles across institutional investors (Investcorp, Energy Impact Partners, Rockefeller Capital) .
- Current leadership of public REIT boards and governance committees (Chair roles at Americold and Paramount NCG; committee roles at UDR) .
Equity Ownership
| Holder | Shares/Units Beneficially Owned | % of Shares | Vested vs Unvested | Notes |
|---|---|---|---|---|
| Mark R. Patterson | 19,617 | <1% | Includes 12,920 vested LT units ; 1,571 unvested LT units as of 12/31/2024 | Complies with 5.0x prior-year retainer/fees ownership guideline; anti-hedging/anti-pledging policy in place and compliant |
Governance Assessment
- Board effectiveness: Patterson’s dual committee membership aligns with his finance and governance background; T&C committee met 7 times and NCG met 5 times in 2024, supporting active oversight of pay, succession, and governance processes . Attendance was ≥75% for all directors, and Board structure separates Chair and CEO roles with regular independent executive sessions, strengthening oversight .
- Incentive alignment: His director compensation mix is balanced—modest cash ($115,000) and time-based equity (~$230,000)—with stock ownership requirements and anti-hedging/pledging policies, supporting alignment with shareholders .
- Conflicts/related-party exposure: The proxy discloses several JV transactions involving other directors’ affiliations (TPG, Realty Income, Blackstone) and concludes none met SEC related-party disclosure thresholds; no such transactions are disclosed involving Patterson. Indemnification agreements are standard and apply to all directors .
- Network/interlock watch item: Americold interlock (DLR CEO serves on Americold board while Patterson chairs that board) is a governance signal to monitor for potential information asymmetry or perceived influence; no related-party transaction is disclosed, but investors should track counterparty dealings with Americold for independence optics .
- Historical risk indicator: Prior CEO tenure at Boomerang Systems preceded an August 2015 Chapter 11 filing; while not a current DLR issue, it is relevant background for assessing judgment and risk history .
Overall: Patterson brings substantial REIT finance and governance expertise with active committee engagement and strong ownership alignment. No direct related-party exposures were disclosed for him in 2024; the Americold interlock with DLR’s CEO is a watch item for governance optics rather than a disclosed conflict .