Andrew Gundlach
About Andrew Gundlach
Andrew Gundlach, 54, is an independent director of Welltower (WELL) since 2024 (appointed July 29, 2024). He serves on the Audit and Investment Committees and is deemed financially literate and an “audit committee financial expert.” He holds a BS and MS from Georgetown University’s School of Foreign Service and an MBA from Columbia Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Analyst | 1994–1996 | Early career in corporate finance/M&A |
| J.P. Morgan | Associate | 1996–1999 | Corporate finance/M&A |
| Artemis Advisors LLC | Co-founder; Founding Partner | 1999–2006 | Investment firm leadership |
| First Eagle Holdings (or predecessor) | Director | Since 2006 | Long-serving board member; GoldIron LP owns shares in First Eagle |
| Materia, Inc. | Director | 2014–2021 | Served until acquisition by ExxonMobil |
| Odyssey Acquisition SA | Director | 2021–2022 | SPAC board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bleichroeder LP | President and Co‑CEO | Current | Registered investment advisor to UHNW families |
| Bleichroeder Acquisition Corp. I | Chairman, President & CEO | Since Jun 2024 | Public company SPAC leadership |
| GoldIron LP | Founder & Managing Member | Since 2015 | RIA focused on institutions/UHNW; owns shares in First Eagle |
| Columbia Business School | Adjunct Associate Professor; School Board Member | Since 2004 | Teaches investing; governance role |
| Council on Foreign Relations | Member; Investment Committee | Current | Investment oversight role |
| People.ai | Advisory Board | Current | Privately held AI company |
| Guggenheim Museum | Trustee | Current | Nonprofit board |
Board Governance
- Independence: The Board determined in Feb 2025 that all directors except the CEO are independent under SEC/NYSE rules; Gundlach is independent (also confirmed at his appointment) .
- Committee assignments: Audit (member), Investment (member). All Audit Committee members are financial experts and independent; Investment Committee members are independent .
- Board structure: Independent Chair (Kenneth J. Bacon), separate Chair/CEO roles; executive sessions at quarterly Board/committee meetings; 2024 meetings held—Board: 6; Audit: 6; Compensation: 5; Investment: 4; Nom/Gov: 4; overall director attendance 97% .
- Indemnification: Standard indemnification agreement executed upon appointment; expense advancement provisions .
| Committee | Role | Chair? | 2024 Meetings |
|---|---|---|---|
| Audit | Member | No | 6 |
| Investment | Member | No | 4 |
| Board of Directors | Director | No | 6 |
Fixed Compensation
- Structure: Non‑employee director annual cash retainer $100,000; committee chair/member fees per schedule below; Executive Committee fee $7,500; per‑meeting fees above eight meetings .
- 2024 actuals (prorated): Fees earned/paid in cash $54,049; Stock awards $199,997; Total $254,046. Components include Audit Committee fee $6,277 and Investment Committee fee $5,380; Gundlach elected to receive cash retainer/fees in LTIP Units (in lieu of cash) .
| Type of fee (Policy) | 2024 Amount |
|---|---|
| Annual retainer (all directors) | $100,000 |
| Board Chair fee | $250,000 |
| Committee Chair fees: Audit | $35,000 |
| Committee Chair fees: Compensation, Investment | $30,000 |
| Committee Chair fees: Nominating/Corporate Governance | $25,000 |
| Committee member fees: Audit | $17,500 |
| Committee member fees: Compensation, Investment | $15,000 |
| Committee member fees: Nominating/Corporate Governance | $12,500 |
| Executive Committee (non‑employee) | $7,500 |
| Andrew Gundlach – 2024 Compensation | Amount |
|---|---|
| Fees Earned or Paid in Cash | $54,049 (includes Audit $6,277; Investment $5,380; prorated for 2024 service) |
| Stock Awards | $199,997 (annual DSU grant fair value) |
| Total | $254,046 |
| Cash form election | Elected LTIP Units in lieu of cash |
Performance Compensation
- Director equity program: Non‑employee directors each received deferred stock units (DSUs) with value ≈$200,000 on March 1, 2024, converting to common stock on the first anniversary, with dividend equivalents (cash or additional shares) and election to take DSUs or LTIP Units .
- Valuation references: DSU grants measured at closing price $92.72 on March 1, 2024; LTIP Units in lieu of cash for certain directors (including Gundlach) measured at closing prices on Jul 29, 2024 ($111.65) and Aug 21, 2024 ($116.33) .
- No option awards or performance‑metric‑based equity for directors disclosed.
| Equity Award | Grant Date | Grant Value/Fair Value Basis | Vesting/Settlement | Dividend Equivalents | Form/Election |
|---|---|---|---|---|---|
| Annual DSU grant (directors) | Mar 1, 2024 | ≈$200,000; measured at $92.72 close | Converts to common stock at 1 year | Yes (cash or additional shares) | DSUs or LTIP Units (at election) |
| LTIP Units in lieu of cash fees (Gundlach elected) | Jul 29 & Aug 21, 2024 | Measured at $111.65 and $116.33 closes | Per LTIP Unit terms; in lieu of cash | N/A | LTIP Units (cash replacement) |
Other Directorships & Interlocks
| Company/Organization | Role | Status | Notes |
|---|---|---|---|
| Bleichroeder Acquisition Corp. I | Chairman, President & CEO | Current (public company) | SPAC formed to effect business combination |
| First Eagle Holdings (or predecessor) | Director | Current | Long‑tenured director; GoldIron LP owns shares |
| Odyssey Acquisition SA | Director | Prior (2021–2022) | SPAC board |
| Materia, Inc. | Director | Prior (2014–2021) | Company acquired by ExxonMobil |
No arrangements/understandings for selection; no material interest in transactions requiring Item 404(a) disclosure at appointment; no related party transactions identified in 2024 .
Expertise & Qualifications
- Capital markets and investment expertise across public/private markets; corporate strategy and capital allocation .
- Audit financial literacy and “audit committee financial expert” qualification per Board determination .
- Healthcare/technology exposure via advisory roles (People.ai) and governance at academic/nonprofit institutions .
Equity Ownership
- Beneficial ownership (as of Feb 28, 2025): Shares held of record —; total beneficial ownership 1,279 OP/LTIP Units; no pledged shares reported .
- Open‑market alignment: On Jun 30, 2025, Gundlach purchased 20,000 common shares at $151.46 (two 10,000‑share transactions), reported on Form 4; post‑transaction common shares owned 20,000 (indirect) .
- Ownership guidelines: Directors must own equity equal to at least 5x annual cash retainer within 5 years; OP Units valued at 100% and LTIP Units at 80% of common stock value for guideline purposes; Gundlach is within his five‑year compliance period .
- Hedging/pledging: Directors prohibited from hedging/short sales and margin purchases; no pledging disclosed for Gundlach .
| As‑of Date | Direct Common Shares | OP/LTIP Units | Pledged? |
|---|---|---|---|
| Feb 28, 2025 | — | 1,279 | No pledged shares reported |
| Jun 30, 2025 (Form 4) | 20,000 purchased at $151.46 (two 10,000 blocks) | Not updated in filing; prior LTIP Unit awards disclosed separately | No pledge indicated in proxy |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post‑Txn Ownership | Source |
|---|---|---|---|---|---|---|---|
| 2025‑07‑02 | 2025‑06‑30 | Purchase | Common Stock | 10,000 | $151.46 | 10,000 | |
| 2025‑07‑02 | 2025‑06‑30 | Purchase | Common Stock | 10,000 | $151.46 | 20,000 | |
| 2025‑03‑03 | 2025‑02‑28 | Award | LTIP Units | 2,427 | $0 | 2,427 | |
| 2025‑03‑03 | 2025‑02‑28 | Award | Other Stock Unit | 2,427 | $0 | 2,427 | |
| 2024‑10‑01 | 2024‑09‑30 | Award | LTIP Units | 164 | $0 | 164 | |
| 2024‑10‑01 | 2024‑09‑30 | Award | Other Stock Units | 164 | $0 | 164 | |
| 2024‑08‑22 | 2024‑08‑21 | Award | LTIP Units | 133 | $0 | 133 | |
| 2024‑08‑22 | 2024‑08‑21 | Award | Other Stock Units | 133 | $0 | 133 | |
| 2024‑07‑30 | 2024‑07‑29 | Award | LTIP Units | 1,146 | $0 | 1,146 | |
| 2024‑07‑30 | 2024‑07‑29 | Award | Other Stock Units | 1,146 | $0 | 1,146 | |
| 2024‑07‑30 | 2024‑07‑29 | Initial Filing | Form 3 (Common Stock) | — | — | — |
Governance Assessment
- Alignment and signals: Gundlach’s open‑market purchase of 20,000 shares post‑appointment demonstrates personal alignment; director equity ownership guidelines require 5x retainer within five years, with Gundlach inside the compliance window .
- Board effectiveness: Independent Chair; committees composed of independent directors; Audit Committee members are financial experts; robust governance and compensation policies include clawbacks, prohibition on hedging/short sales/margin purchases, and majority voting .
- Compensation governance: Independent consultant Ferguson Partners Consulting advises Compensation Committee; independence assessed and no conflicts found; say‑on‑pay approved in 2025 (For: 540,290,905; Against: 34,635,610; Abstentions: 1,804,107) .
- Conflicts/related‑party risk: No related party transactions identified in 2024; no material related‑person transactions for Gundlach at appointment; no pledging disclosed; limits on service on other public company boards are part of governance framework .
Additional Notes
- Appointment details: Elected to fill vacancy on Jul 29, 2024; initially without committee assignments; compensated on same basis as other non‑employee directors .
- Meeting cadence/engagement: Board met 6 times in 2024; Audit 6; Investment 4; executive sessions provided each quarter; overall director attendance 97% (individual attendance not separately disclosed) .