Clint D. McDonnough
About Clint D. McDonnough
Clint D. McDonnough, age 69, has served as an independent director of UDR since 2016 (nine years of service as of the 2025 proxy). He is Managing Partner of McDonnough Consulting LLC and previously spent 38 years at Ernst & Young LLP, including serving as Office Managing Partner in Dallas; he brings extensive accounting expertise, real estate advisory experience, and corporate governance credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Office Managing Partner (Dallas); Managing Partner of Assurance & Advisory Business Services (Southwest Area); National Director of Real Estate Advisory Services | 38 years (retired 2015) | Led assurance/advisory functions; deep accounting and real estate expertise |
| Dallas City Council | Board member | Not disclosed | Civic leadership and public sector engagement |
| Orix USA | Director (prior) | Not disclosed | Oversight at diversified financial services company |
| Forterra (Nasdaq) | Director (prior) | Not disclosed | Board experience at manufacturer of water/drainage products |
External Roles
| Organization | Role | Current/Prior | Notes |
|---|---|---|---|
| McDonnough Consulting LLC | Managing Partner | Current | Independent consulting practice |
| Public company boards | — | Current | None (0 other current public company boards) |
| Charitable, civic, educational organizations | Board/active member | Prior/current | Multiple organizations cited (civic and charitable) |
Board Governance
- Independence: Independent director; UDR’s board affirms all directors except the CEO are independent under NYSE/Company standards .
- Committee assignments: Audit and Risk Management Committee (member); Executive Committee (member) .
- Committee expertise: Each Audit Committee member is financially literate and deemed an “audit committee financial expert” by the board .
- Committee cadence: Audit Committee met 8 times in 2024; Executive Committee met 0 times in 2024 .
- Attendance: No director attended fewer than 75% of aggregate board/committee meetings; board held five meetings in 2024; directors had 100% attendance at board meetings and at the 2024 annual meeting .
- Tenure: Director since 2016 (nine completed years as of the board diversity matrix) .
- Lead Independent Director/board structure: UDR combines Chair/CEO roles with a Lead Independent Director; independent directors meet in executive session regularly .
Fixed Compensation (Director)
| Component | Detail | 2024 Amount/Terms |
|---|---|---|
| Annual cash retainer | Independent director | $80,000 retainer |
| Committee chair fees | Audit, Compensation, Nominating & Governance | $15,000 if chair; not applicable to McDonnough in 2024 (he was not chair) |
| Meeting fees | None disclosed | — |
| All other compensation | Dividends/distributions on awards | $12,282 (McDonnough) |
2024 Director Compensation (McDonnough):
| Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 80,000 | 166,074 | -0- | -0- | 12,282 | 258,356 |
Selections/elections:
- He elected to receive some cash fees in equity (2,070 Class 1 LTIP Units) under the program’s optional election feature .
Performance Compensation (Director Equity Program Features)
- Annual equity grant levels: Independent directors targeted $200,000 in value; Lead Independent Director $230,000 .
- Instruments and 2024 grant mechanics:
- Restricted stock priced at $38.64 per share (grant date Jan 2, 2024), vesting one year to Jan 2, 2025 .
- Stock options fair value $9.01; strike $38.64; vested Jan 2, 2025 .
- Class 1 LTIP Units priced at $38.64; vested Jan 2, 2025 .
- Class 1 Performance LTIP Units fair value $8.44; strike $38.64; vested Jan 2, 2025 .
- McDonnough outstanding awards at 12/31/2024: 7,246 LTIP/Performance units; no restricted stock or options outstanding .
Other Directorships & Interlocks
| Company | Sector | Role | Interlock/Conflict Notes |
|---|---|---|---|
| — (current public boards) | — | — | None currently (0 other public company boards) |
| Forterra (prior) | Industrials | Director | Prior role; no current UDR conflict disclosed |
| Orix USA (prior) | Financial services | Director | Prior role; no current UDR conflict disclosed |
- Overboarding policy: UDR limits directors to ≤4 public boards and ≤3 audit committees; McDonnough is well within limits (0 current public boards) .
Expertise & Qualifications
- Financial/accounting literacy; designated audit committee financial expert .
- Real estate industry and advisory experience; technology/cyber/innovation familiarity noted in skills .
- Strategic oversight and corporate governance credentials .
Equity Ownership
| Ownership Item | Amount |
|---|---|
| Shares beneficially owned | 8,496 shares |
| OP/LTIP/convertible partnership interests (redeemable into common) | 121,445 shares’ equivalent |
| Total beneficial ownership | 129,941 shares |
| Ownership % of class | Less than 1% |
| Compliance with director ownership guidelines (≥5x cash retainer within 5 years) | All directors in compliance as of Mar 27, 2025 |
Policy protections:
- Prohibition on hedging/short sales; pledging prohibited without prior approval .
Governance Assessment
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Strengths:
- Independent director with deep audit and financial expertise; Audit Committee member and designated “audit committee financial expert” .
- Strong engagement/attendance: 100% board meeting attendance; Audit Committee met eight times in 2024 .
- Ownership alignment: Beneficial ownership, plus confirmed compliance with ownership guidelines among directors .
- No disclosed related-party transactions or pledging involving McDonnough; related-party oversight lies with Nominating & Governance Committee .
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Watch items:
- Executive Committee membership confers authority for urgent actions, though EC did not meet in 2024 (0 meetings), limiting practical influence in the period .
- Director equity awards can include performance LTIP structures, but for directors these vest on one-year schedules; less performance linkage than executive programs .
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Overall signal: High-quality governance profile—independence, audit rigor, and attendance support investor confidence; minimal conflict indicators observed in disclosures .