Diane M. Morefield
About Diane M. Morefield
Independent director (age 66) serving on UDR’s board since 2020. She chairs the Audit Committee and serves on the Nominating and Governance functions (which were combined into a single Nominating and Governance Committee effective January 1, 2025). A former REIT CFO with deep capital markets and accounting expertise, she holds a BS in Accountancy (University of Illinois), is a CPA, and earned an MBA from the University of Chicago Booth School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CyrusOne (public data center REIT) | EVP & Chief Financial Officer | 2016–2020 | Executive leadership team; led accounting, finance, capital markets, tax, procurement, IR; global expansion oversight |
| Strategic Hotels & Resorts (public hotel REIT) | EVP & Chief Financial Officer | 2010–2015 | Executive leadership; finance and capital markets |
| Equity Office / Equity International | SVP, Operations (Equity Office); CFO (Equity International) | 12 years | Senior operating and finance leadership across real estate platforms |
External Roles
| Organization | Role | Public/Private | Committees/Positions |
|---|---|---|---|
| Copart, Inc. (NASDAQ) | Director | Public | Audit Committee member; Chair, Nominating & Governance Committee |
| Link Logistics Real Estate (Blackstone portfolio company) | Director | Private | Chair, Audit Committee |
| Spirit Realty Capital, Inc. | Former Director | Public (prior) | Audit Committee member (prior) |
| Current public boards (count) | — | — | 1 current public company board |
Board Governance
- Independence and roles: Morefield is an independent director; she is Chair of UDR’s Audit Committee and serves on the Governance and Nominating functions (combined into the Nominating & Governance Committee effective Jan 1, 2025). Audit, Compensation, and Nominating & Governance Committees are composed entirely of independent directors; all Audit Committee members are “audit committee financial experts” .
- Committee activity: Audit Committee held 8 meetings in 2024; Governance Committee held 4; Nominating Committee held 1 prior to its combination on Jan 1, 2025 .
- Attendance and engagement: The board held 5 meetings in 2024; no director attended fewer than 75% of their board/committee meetings; board meeting attendance was 100%; each regularly scheduled board meeting included an executive session of non-management directors .
- Ownership/ethics policies: Directors must own ≥5x annual cash retainer within 5 years; all directors are in compliance as of March 27, 2025. UDR prohibits hedging and restricts pledging without prior approval; the company maintains a recoupment policy and generally provides double-trigger vesting on change in control .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Base director retainer | $80,000 | Standard independent director cash retainer |
| Audit Committee Chair fee | $15,000 | Committee chair additional fee |
| Fees earned or paid in cash (reported) | $95,000 | Actual cash received by Morefield in 2024 |
- Program structure: Each independent director also targeted a $200,000 annual equity grant; the program allowed directors to elect cash retainer in equity (restricted stock, options, Class 1 LTIP Units, Class 1 Performance LTIP Units) .
- 2025 program: No changes from 2024 .
Performance Compensation
| Grant mechanics (2024) | Detail | Vesting | Pricing/Strike |
|---|---|---|---|
| Restricted stock (if elected) | Entitled to dividends during vest; forfeiture if unvested at 1-year | Vested Jan 2, 2025 | Priced at $38.64 (close on Jan 2, 2024) |
| Stock options (if elected) | Fair value at grant used for comp; 1-year vest | Vested Jan 2, 2025 | Fair value $9.01; strike $38.64 (Jan 2, 2024 close) |
| Class 1 LTIP Units (if elected) | Distributions during vest; forfeiture if unvested at 1-year | Vested Jan 2, 2025 | Priced at $38.64 (close on Jan 2, 2024) |
| Class 1 Performance LTIP Units (if elected) | Distributions during vest; forfeiture if unvested at 1-year | Vested Jan 2, 2025 | Fair value $8.44; strike $38.64 (Jan 2, 2024 close) |
| Morefield – 2024 Director Equity | Amount | Notes |
|---|---|---|
| Stock Awards (grant-date fair value) | $175,777 | Reported stock awards value |
| Option Awards | $0 | No options reported for 2024 |
| Outstanding at 12/31/2024 | 5,176 LTIP Units | Unvested awards outstanding; 2025 grants excluded from table |
- Mix and alignment: Based on reported 2024 totals ($95,000 cash; $175,777 equity), equity comprised ~63% of Morefield’s 2024 director compensation (calculated from disclosed figures) .
- Performance metrics: UDR’s non-employee director equity is time-based with a one-year vest; no director-specific operational/TSR performance metrics are disclosed for director pay .
Other Directorships & Interlocks
- Current: Copart, Inc. (public) – Audit Committee member; Chair of Nominating & Governance. Link Logistics Real Estate (private) – Audit Chair .
- Prior public board: Spirit Realty Capital – Audit Committee member (prior) .
- Interlocks/conflicts at UDR: No related-party transactions disclosed involving Morefield; related-person policy requires preapproval by the Governance Committee for transactions >$120,000; the 2025 proxy discloses certain reimbursement agreements and pledged OP Units tied to another director (Klingbeil), not Morefield .
Expertise & Qualifications
- Financial/accounting expertise; designated Audit Committee Financial Expert (committee-wide), real estate and capital markets experience, corporate governance leadership, risk oversight .
- Education/credentials: BS Accountancy (Illinois), CPA; MBA (Chicago Booth) .
Equity Ownership
| As of March 17, 2025 | Shares | Source |
|---|---|---|
| Common shares beneficially owned | 1,556 | |
| Shares acquirable within 60 days (options) | — | |
| Shares upon redemption of partnership interests (OP Units) | 48,308 | |
| Total beneficial ownership | 49,864 | |
| Percent of class | <1% (of 331,181,768 common shares outstanding) |
- Ownership guidelines: Directors must hold ≥5x annual cash retainer within 5 years; all directors, including Morefield, are in compliance as of March 27, 2025 .
- Hedging/pledging: Hedging prohibited; pledging prohibited without prior approval. No pledging disclosed for Morefield in the proxy .
Governance Assessment
-
Strengths for investor confidence:
- Independent Audit Chair with REIT CFO pedigree; committee of financial experts; active committee cadence (8 Audit meetings in 2024) supports robust oversight of reporting, controls, and cybersecurity .
- Strong attendance and engagement: 100% board meeting attendance; no director below 75% threshold; executive sessions at each regular meeting .
- Pay alignment and ownership: Majority of her 2024 director pay delivered in equity; compliant with 5x ownership guideline .
- No related-party exposure tied to Morefield disclosed; related-person policy overseen by Governance Committee .
-
Potential watch items:
- Equity grant design for directors is time-based (one-year vest) with optional options/LTIP units; absence of director-specific performance metrics is typical but provides limited explicit pay-performance linkage at the director level .
- Multi-board service: Within UDR overboarding limits (≤4 public boards; ≤3 audit committees). Morefield holds one current public board (Copart), UDR Audit Chair, and a private company audit chair role—well within policy thresholds .
-
RED FLAGS
- None identified specific to Morefield in the latest proxy: no attendance, independence, related-party, or pledging issues disclosed .