Mark R. Patterson
About Mark R. Patterson
Independent director of UDR since 2014 (age 64). Former Wall Street real estate investment banker; currently President of MRP Holdings LLC and a real estate consultant. Brings deep capital markets and real estate finance expertise; serves on UDR’s Compensation & Management Development Committee. Independent under NYSE standards; UDR reported 100% director attendance at 2024 board meetings and no director below the 75% threshold, indicating strong engagement .
Past Roles
| Organization | Role | Tenure (as disclosed) | Committees/Impact |
|---|---|---|---|
| MRP Holdings LLC | President; real estate consultant/financial advisor | Not disclosed | Capital markets, governance expertise |
| Boomerang Systems, Inc. | Chairman & CEO | Not disclosed; company filed Chapter 11 in Aug 2015 | Prior bankruptcy at former company (risk context) |
| Merrill Lynch | Managing Director; Head of Real Estate Global Principal Investments | Not disclosed | Real estate principal investing leadership |
| Citigroup | Global Head of Real Estate Investment Banking | “since 1996”; spent 16 years at Citigroup | Global real estate IB leadership |
External Roles
| Company | Ticker/Sector | Role | Key Committees |
|---|---|---|---|
| Americold Realty Trust | NYSE; Cold storage REIT | Chair of the Board; Director | Governance Committee; former Compensation and Investment Committees |
| Paramount Group, Inc. | NYSE; Office REIT | Director | Governance Committee; Audit Committee |
| Digital Realty Trust | NYSE; Data center REIT | Director | Compensation Committee; Nominating & Governance Committee |
| General Growth Properties (prior) | Formerly NYSE | Director (2011–2017) | Not disclosed |
| Rockefeller Capital Management; Investcorp International; Energy Impact Partners | — | Senior/Advisory roles | Not board roles; advisory only |
Board Governance
- Independence: Board deems all directors independent except CEO/Chair; Patterson is independent .
- UDR committee assignment: Compensation & Management Development Committee (member); the committee met 6 times in 2024 and oversees CEO pay, plan design, use of independent consultant, and workforce/human capital oversight .
- Attendance: Board held 5 meetings in 2024; 100% director attendance; no director below 75% for board+committee meetings; all directors attended the 2024 annual meeting; each regular board meeting included an executive session of non-management directors .
- Board structure & independence practices: Independent-only Audit, Compensation, and Nominating & Governance Committees; regular executive sessions; robust governance policies (no hedging; pledging requires prior approval; recoupment policy) .
- Overboarding policy: Max 4 public boards (including UDR) and max 3 audit committees; Patterson serves on 3 other public boards plus UDR (meets policy) .
Fixed Compensation
2023 actual director compensation (individual)
| Component | 2023 Amount (USD) |
|---|---|
| Annual retainer (cash) | $80,000 |
| Stock/Unit awards (grant-date fair value) | $190,990 |
| All other compensation (incl. dividends on awards) | $799 |
| Total | $271,789 |
2024 independent director compensation program (UDR-wide)
| Component | 2024 Program Terms |
|---|---|
| Annual retainer (independent directors) | $80,000 |
| Lead Independent Director retainer | $120,000 |
| Equity grant (independent directors) | $200,000 value in stock, options, Class 1 LTIP Units and/or Class 1 Performance LTIP Units (director election) |
| Lead Independent Director equity grant | $230,000 |
| Committee chair fee (Audit/Comp/Nom-Gov) | $15,000 per chair |
Notes:
- Directors can elect to receive cash retainer and equity mix in stock/options/LTIP units; 2023 awards were priced at grant and vested after one year .
- Patterson’s 2023 pay mix was ~70% equity ($190,990 of $271,789) based on values above .
Performance Compensation
UDR director equity is largely time-based; 2023 director awards (restricted stock, Class 1 LTIP Units, and Class 1 Performance LTIP Units) vested on the first anniversary of grant; LTIP performance units include a strike price but vest on time schedule in the director program .
- Minimum 12-month vesting on equity awards generally (company-wide policy) .
- No director-specific operational/TSR performance metrics are disclosed for director equity (contrast with NEO LTI metrics) .
Vesting detail (illustrative from 2023 program)
- 2023 director restricted stock and LTIP awards: Granted Jan 3, 2023; vested Jan 3, 2024 .
Other Directorships & Interlocks
- Current public boards: Americold (Chair), Paramount Group, Digital Realty (3 public boards) .
- Interlocks: None disclosed on UDR Compensation Committee (no interlocks/insider participation in 2023) .
- Potential ecosystem overlap: Cross-REIT board service can enhance information flow but is not a direct competitive conflict with UDR’s multifamily focus; no UDR-related party transactions involving Patterson disclosed .
Expertise & Qualifications
- Capital markets/real estate finance: Former Global Head of Real Estate Investment Banking (Citigroup); Head of Real Estate Global Principal Investments (Merrill Lynch) .
- Governance: Extensive public-company board experience across multiple REIT sectors; committee leadership at peers .
- Strategic oversight & risk: Recognized for financial expertise and strategic oversight in board skills matrix (UDR shows broad director financial literacy) .
Equity Ownership
| Item | Detail |
|---|---|
| Director share ownership guideline | Must hold ≥5× annual cash retainer within 5 years; all directors in compliance |
| Hedging/Pledging | Hedging prohibited; pledging prohibited without prior approval |
| Unvested awards at 12/31/2023 (Patterson) | Restricted stock: 0; Options: 0; LTIP/Performance Units: 24,361 |
Governance Assessment
-
Positives:
- Independent; strong attendance and active committee role on Compensation Committee; committee uses an independent advisor and oversees workforce/human capital, aligning with investor priorities .
- Ownership alignment via mandatory 5× retainer guideline; no hedging; restricted pledging; all directors in compliance .
- Pay structure balanced with significant equity; director elections on award form support alignment; no meeting fees; straightforward chair fee schedule .
- Shareholder voice: Say-on-pay averaged 83.55% approval over last five years; company engaged extensively after a proxy advisor’s 2024 negative recommendation, and among top 25 holders only ~9% of shares voted against, indicating responsiveness and broad support .
-
Watch items / potential red flags:
- Multi-board commitments: Patterson serves on 3 other public boards; within UDR’s overboarding policy, but continued monitoring of time/attention is warranted for Compensation Committee effectiveness .
- Prior bankruptcy involvement: Boomerang Systems (former CEO/chair) filed Chapter 11 in Aug 2015; historical, but relevant to risk context .
- Interlocks: None disclosed on UDR’s comp committee; no Patterson-related party transactions disclosed; continue monitoring for related-party exposure across his other REIT roles .