Richard B. Clark
About Richard B. Clark
Richard “Ric” B. Clark was appointed as an independent director of UDR on October 3, 2025. He brings over four decades of real estate investment and capital markets experience, notably as former Chairman and CEO of Brookfield’s real estate platforms. He holds a B.S. in Business from Indiana University of Pennsylvania. He is independent under NYSE rules and joined UDR’s Audit & Risk Management and Nominating & Governance Committees upon appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brookfield (Property Group, Property Partners, Office Properties) | Chairman and Chief Executive Officer (various entities) | 1984–2021 (various leadership roles) | Grew real estate AUM from ~$5B to >$200B and expanded platform into multifamily, industrial, hotel, retail |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Burnside Investments | Founder | Post-2021 | Private investment company |
| WatermanClark | Co-Founder | Post-2021 | Vertically integrated real estate investment and operating company |
| General Growth Properties | Director (prior) | Not disclosed here | Prior public company board service |
| Rouse Properties | Director (prior) | Not disclosed here | Prior public company board service |
Board Governance
- Appointment and Independence: Appointed October 3, 2025; designated independent under NYSE standards; no related‑person transactions disclosed at appointment .
- Committees: Audit & Risk Management Committee; Nominating & Governance Committee .
- Committee Remits:
- Audit: financial reporting/internal controls, regulatory/compliance not elsewhere delegated, cybersecurity, ERM, donations/political contributions oversight .
- Compensation & Management Development (not a current assignment): incentives, human capital/DEI oversight .
- Nominating & Governance: corporate governance, succession planning, director independence, related‑person transactions, ESG disclosure oversight .
- Orientation/Education: Directors receive extensive orientation and continuing education (e.g., cybersecurity, sustainability, AI); some meetings held at UDR properties to strengthen operational insight .
- Attendance Policy: Directors expected to attend annual meeting and all regular Board/committee sessions; all serving directors attended the 2024 annual meeting .
- Overboarding Policy: Max four public company boards; max three audit committees .
- Director Ownership Guideline: 5x annual cash retainer within five years of election; all directors (as of Mar 27, 2025) in compliance; guideline applies to new appointees on a five‑year timeline .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual Cash Retainer (Independent Director) | $80,000 | Electable in cash, restricted stock, Class 1 LTIP Units, Class 1 Performance LTIP Units, or a combination . |
| Committee Chair Fees | $15,000 (Audit); $15,000 (Compensation); $15,000 (Nominating & Governance) | Applicable only if serving as chair . |
| Lead Independent Director | $120,000 retainer | Separate equity grant level noted below . |
| Clark’s 2025 Eligibility | Prorated retainer due to October appointment | Prorated under standard program; indemnification agreement to be executed . |
Performance Compensation
| Component | Amount/Terms | Vesting/Structure |
|---|---|---|
| Annual Equity (Independent Director) | $200,000 grant value | Delivered as restricted stock, options, Class 1 LTIP Units, or Class 1 Performance LTIP Units; 12‑month minimum vesting policy since 2021; 2025 program unchanged from 2024 . |
| Lead Independent Director Equity | $230,000 grant value | Same delivery forms as above . |
| Notes on Metrics | N/A for independent directors | No company performance metrics disclosed for director equity; instruments may include “Performance LTIP Units” that carry strike price mechanics, not corporate KPIs . |
Other Directorships & Interlocks
| Company | Role | Status | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| General Growth Properties | Director | Prior | Historical; no ongoing related‑party exposure disclosed . |
| Rouse Properties | Director | Prior | Historical; no ongoing related‑party exposure disclosed . |
| Burnside Investments | Founder | Current (private) | Real estate investing; company policy requires pre‑approval and review of related‑person transactions . |
| WatermanClark | Co‑Founder | Current (private) | Real estate investing/operating; no related‑person transactions at appointment; Governance Committee oversees any such matters . |
Expertise & Qualifications
- Real estate and capital markets: Led Brookfield’s real estate platform growth from ~$5B to >$200B AUM; multi‑sector expansion experience (office, multifamily, industrial, hotel, retail) .
- Governance and oversight: Prior public board experience (GGP, Rouse); relevant for UDR’s Nominating & Governance and Audit committees .
- Education: B.S., Business, Indiana University of Pennsylvania .
Equity Ownership
- Ownership Guideline: 5x annual cash retainer (5 years to achieve); applies to Clark as a new appointee .
- Hedging/Pledging: Hedging prohibited; purchasing on margin or pledging requires prior approval (applies to directors) .
- Beneficial Ownership/Insider Activity: No beneficial ownership or insider trading disclosures specific to Clark were included in the appointment 8‑K; no related‑person transactions at appointment .
Governance Assessment
-
Positives for Board Effectiveness and Investor Confidence
- Independent appointment with immediate placement on two high‑impact committees (Audit; Nominating & Governance), aligning his background with oversight needs .
- Deep real estate and capital‑raising track record across cycles; multi‑asset expertise complements UDR’s multifamily focus .
- Strong director ownership and overboarding policies; comprehensive orientation and ongoing education signal an engaged board culture .
-
Compensation and Alignment
- Standard independent director pay structure (cash retainer + equity grant) with ability to elect equity formats; minimum 12‑month vesting and double‑trigger CIC on equity bolster alignment and limit windfalls .
- Prorated first‑year compensation consistent with policy; no bespoke inducement awards disclosed .
-
Conflicts and Related‑Party Exposure
- Company policy requires Governance Committee pre‑approval of related‑person transactions; none disclosed for Clark at appointment, mitigating immediate conflict risk .
- External real estate affiliations (Burnside, WatermanClark) warrant ongoing monitoring for potential transactions or competitive overlaps; policy framework and committee assignment (NGC) support active oversight .
-
RED FLAGS to Monitor
- Potential related‑party exposure given external real estate interests; continued disclosures should be tracked in future proxies and 8‑Ks .
- Overboarding risk is bounded by UDR’s policy (≤4 boards; ≤3 audit committees); verify future public board commitments to ensure continued compliance .
Sources: UDR 8‑K (Oct 7, 2025) appointing Richard B. Clark and press release exhibit ; UDR 2025 Proxy Statement (published Mar 27, 2025) – committee remits, director compensation program, ownership guidelines, overboarding, governance and education policies, attendance policy .