Robert A. McNamara
About Robert A. McNamara
Independent director (age 71) at UDR since 2014; Chair of the Compensation and Management Development Committee and member of the Nominating and Governance Committee in 2024, continuing on the combined Nominating and Governance Committee from January 1, 2025. Former Group Chief Risk Officer and CEO (Americas) at Lend Lease; extensive construction/development, ESG and risk oversight experience; serves on Jacobs Solutions Inc.’s board (Audit Committee member; Chair of ESG & Risk Committee). Independent under NYSE standards; no Compensation Committee interlocks; 100% meeting attendance in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lend Lease Corporation (ASX) | Group Chief Risk Officer | 2014–2017 | Global risk oversight, enterprise risk management |
| Lend Lease Corporation (ASX) | CEO – Americas | 2010–2014 | Regional leadership, strategy execution |
| Penhall/LVI International | Chairman & CEO | 2006–2010 | Environmental remediation and infrastructure; operational turnaround |
| Fluor Corporation | Senior Executive & Group President | 1996–2006 | Global E&C leadership, operations, risk |
| Marshall Contractors, Inc. | President & COO; earlier roles | 1978–1996 | General contracting; executive management |
| US-China Business Council | Director | Not disclosed | Bilateral business oversight |
| Construction Industry Institute | Chair, Technology Implementation Task Force | Not disclosed | Technology adoption in construction |
External Roles
| Organization | Exchange | Role | Committees |
|---|---|---|---|
| Jacobs Solutions Inc. | NYSE | Director | Audit Committee member; Chair, ESG & Risk Committee |
Board Governance
| Committee (2024) | Role | 2024 Meetings | Independence | Notes |
|---|---|---|---|---|
| Compensation & Management Development | Chair | 6 | Independent | Oversees exec comp; uses independent consultant; culture & workforce oversight |
| Governance | Member | 4 | Independent | Corporate governance, ESG disclosure, related-party transactions |
| Nominating | Member | 1 | Independent | Director selection; combined with Governance effective Jan 1, 2025 |
- Attendance: Board held 5 meetings in 2024; all directors attended 100% of board and annual meeting; executive sessions at each regular meeting.
- Independence: All directors except the CEO are independent under NYSE and company standards.
- Shareholder engagement: 707 interactions in 2024–early 2025; board ranked #1 among large-cap REITs by Extel.
Fixed Compensation
| Component | 2024 Policy Amount | McNamara 2024 Actual | Notes |
|---|---|---|---|
| Annual director cash retainer | $80,000 | $95,000 | Chair fee adds $15,000 (Compensation Committee). |
| Committee chair fee (Compensation) | $15,000 | Included above | Chair fees: $15,000 for Audit, Compensation, Nominating/Governance. |
| Meeting fees | None disclosed | — | No meeting fees disclosed. |
Performance Compensation
| Grant Element (2024) | Grant date | Quantity | Valuation/Strike | Vesting |
|---|---|---|---|---|
| Restricted stock (Class 1) | Jan 2, 2024 | 5,176 shares (policy) | Priced at $38.64 (close on grant date) | Vested Jan 2, 2025; dividends during vesting; unvested shares canceled |
| Stock options (Class 1) | Jan 2, 2024 | 22,198 options (policy) | Fair value $9.01; strike $38.64 | Vested Jan 2, 2025 |
| Equity grant value (director program) | 2024 policy | $200,000 (independent directors) | — | Choice of restricted stock, options, LTIP Units, Performance LTIP Units |
| McNamara equity received | 2024 actual | Stock awards $100,000; Option awards $101,112 | — | Total equity ~$201,112; dividends reported in “All Other” [$4,387] |
| Unvested awards at 12/31/2024 | As of 12/31/2024 | RS: 2,588; Options: 11,099 | — | 2025 grants not included in this table |
Executive performance metrics overseen by the Compensation Committee (context for pay-for-performance governance):
| Metric (STI 2024) | Target framework | 2024 Outcome | Weight (CEO/Fisher/Lacy) |
|---|---|---|---|
| FFO as Adjusted per share | Threshold $2.36; Target $2.42; Max $2.48 | Actual $2.48; 200% of target | 30%/30%/30% |
| Transactions Index | Budget-based volume (60%) + NOI vs budget (40%) | 79% of target | 15%/15%/10% |
| Operations Index | Market wins/revenue/expense vs peers | 123% of target | 35%/35%/40% |
| GRESB Percentile (2024) | Relative percentile vs Residential/Listed | 106% of target | 10%/10%/10% |
| Health of Workforce | Composite (surveys, turnover, retention, DEI) | 200% of target (score 4.14) | 10%/10%/10% |
| Metric (LTI 2024) | Weight | Performance period | Notes |
|---|---|---|---|
| 3Y Relative Cumulative TSR vs Apartment Peers | 35% | 2024–2026; vests Feb 2027 | Relative spread vs peer weighted avg |
| 3Y Relative Cumulative TSR vs NAREIT Equity REITs | 20% | 2024–2026; vests Feb 2027 | Relative spread vs index |
| 3Y Relative Cumulative FFOA Growth vs Apartment Peers | 15% | 2024–2026; vests Feb 2027 | Relative FFOA growth |
| 1Y FFOA per share | 30% | Measured Feb 2025; vests 50% in 2025 and 50% in 2026 | Absolute range; achieved max in 2024 |
- Independent consultant: FPL retained by the Compensation Committee; no committee interlocks; consultant reports to Committee; used for benchmarking exec and director pay.
- Say-on-pay: 2024 approval 81.54%; 5-year average 83.55%; ISS “against” in 2024 prompted engagement and program refinements.
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company board | Jacobs Solutions Inc.: Audit Committee; Chair of ESG & Risk Committee |
| Compensation Committee interlocks | None; members (including McNamara) not current/former officers; no interlocking relationships. |
| Shared directorships with UDR competitors/suppliers/customers | None disclosed. |
Expertise & Qualifications
- Corporate governance, construction/development, ESG oversight, capital markets, financial literacy, technology/cyber/innovation; prior CEO experience; stakeholder advocacy.
Equity Ownership
| Ownership Element | Shares/Units | % of Class |
|---|---|---|
| Common shares owned | 31,875 | <1% |
| Unexercised options | 29,738 | — |
| Shares acquirable via OP/LTIP unit redemption | 30,790 | — |
| Total beneficial ownership | 92,403 | <1% |
- Director stock ownership guideline: 5× annual cash retainer within five years; all directors compliant as of March 27, 2025.
- Hedging and pledging: Hedging prohibited; pledging requires prior approval; recoupment policy in place (updated 2023).
Governance Assessment
- Board effectiveness: McNamara chairs a fully independent Compensation Committee (6 meetings in 2024), engages an independent consultant, and oversees robust STI/LTI metrics blending absolute and relative performance—positive alignment with shareholder outcomes.
- Independence/engagement: Independent; 100% meeting attendance; active shareholder engagement ecosystem and strong governance practices (majority voting, proxy access, executive sessions).
- Ownership alignment: Compliant with director ownership guidelines; meaningful but <1% beneficial stake; equity compensation mix with time-based director instruments; no pledging disclosed for McNamara.
- Potential conflicts/related-party exposure: No related-party transactions disclosed involving McNamara; Governance Committee pre-approves related party transactions; oversight strengthened.
- RED FLAGS: None disclosed specific to McNamara (no attendance issues, no interlocks, no related-party deals, no hedging/pledging noted). Monitor say-on-pay trajectory (81.54% in 2024) and evolving metric design under his committee leadership.