Kenneth Chenault
AirbnbAbout Kenneth Chenault
Kenneth I. Chenault (age 73) is an independent Class I director at Airbnb and serves as Lead Independent Director; he joined the Board in January 2018. He holds a B.A. in History from Bowdoin College and a J.D. from Harvard Law School, and since February 2018 has been Chairman & Managing Director at General Catalyst. The Board determined he is independent under Nasdaq rules; as Lead Director he presides over executive sessions, approves agendas/schedules, and acts as liaison between independent directors and the CEO/Chair.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Express Company | Chairman & Chief Executive Officer | Apr 2001 – Jan 2018 | Led global diversified financial services company |
| International Business Machines (IBM) | Director | Oct 1998 – Feb 2019 | Board service at multinational technology company |
| The Procter & Gamble Company | Director | Apr 2008 – Feb 2019 | Board service at consumer goods company |
| Meta Platforms, Inc. (Facebook) | Director | Feb 2018 – May 2020 | Board service at global technology company |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Berkshire Hathaway Inc. | Director | May 2020 | Current public company board |
| Catalyst Partners Acquisition Corp. | Director | May 2021 | Public investment company (SPAC) |
| General Catalyst | Chairman & Managing Director | Feb 2018 | Venture capital firm leadership |
Board Governance
- Independence: The Board determined Chenault is independent under Nasdaq Listing Rules.
- Lead Independent Director: Appointed Lead Director; responsibilities include presiding over sessions without the Chair, approving agendas/schedules, and serving as liaison with the CEO/Chair.
- Board Class/Term: Class I director; Class I terms expire at the 2027 annual meeting.
- Committee Assignments: People & Compensation Committee (member); Nominating & Corporate Governance Committee (member).
- Attendance: Board met 4 times in FY2024; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting.
- Committee activity levels (FY2024): Audit, Risk & Compliance met 8x; People & Compensation met 5x; Nominating & Corporate Governance met 3x.
Fixed Compensation
| Component | Policy Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $50,000 | Paid quarterly installments |
| Lead Independent Director Retainer | $40,000 | Additional cash retainer |
| People & Compensation Committee – Member | $15,000 | Additional cash for non-Chair member |
| Nominating & Corporate Governance – Member | $10,000 | Additional cash for non-Chair member |
| 2024 Director Cash Fees (Chenault) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $115,000 |
Directors may elect to receive annual cash fees in RSUs instead of cash, with RSUs granted and vesting aligned to policy.
Performance Compensation
| Award Type | Grant/Quantity | Grant-Date Fair Value | Vesting / Terms |
|---|---|---|---|
| Annual RSU grant (May 25, 2024) | 2,076 RSUs | $299,920 | Vests in full on first anniversary; accelerated vesting on change-in-control |
| RSUs in lieu of cash fees (May 2024) | 796 RSUs | Cash fees forgone converted to RSUs per grant FMV | Granted and vest consistent with policy elections |
| Options Outstanding (12/31/2024) | 16,692 | — | Options outstanding at FY-end (strike/terms not disclosed here) |
| RSUs Outstanding (12/31/2024) | 2,872 | — | Unvested stock awards at FY-end |
Non-Employee Director Compensation Policy: Annual RSU awards valued at $300,000 (based on then-current FMV) granted each May 25; initial pro-rated RSUs if appointed off-cycle; all director RSUs vest in full upon a change in control.
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock Considerations |
|---|---|---|
| Berkshire Hathaway Inc. | Current public company director | None disclosed by Airbnb as related-party; independence affirmed |
| Catalyst Partners Acquisition Corp. | Current public company director | None disclosed by Airbnb as related-party |
| General Catalyst | Chairman & Managing Director | Related-party transaction policy exists; no transactions involving Chenault disclosed |
Expertise & Qualifications
- Education: B.A. History (Bowdoin College); J.D. (Harvard Law School).
- Domain expertise: Long-tenured CEO/Chair experience at American Express; extensive public company board experience across technology, consumer, and conglomerate sectors.
- Board qualifications: Selected as Lead Independent Director; independent status; service on compensation and nominating/governance committees.
Equity Ownership
| Security | Beneficially Owned (Apr 7, 2025) | % of Class | Notes |
|---|---|---|---|
| Class A common stock | 51,162 shares | <1% | As reported in beneficial ownership table |
| Class B common stock | — | — | No Class B reported for Chenault |
| Class H common stock | — | — | None |
| Options Outstanding (12/31/2024) | 16,692 | — | FY-end outstanding |
| RSUs Outstanding (12/31/2024) | 2,872 | — | FY-end outstanding |
- Director stock ownership guidelines: Non-employee directors must hold shares equal to 5x the annual cash retainer. Compliance status by director is not separately disclosed.
Governance Assessment
- Board effectiveness and independence: Chenault is independent, Lead Director, and serves on compensation and nom/gov committees—positions central to executive pay oversight, board evaluation, and independence determinations.
- Engagement: Board/committee cadence indicates active oversight (Board met 4x; Compensation 5x; Nominating 3x); proxy states all directors met ≥75% attendance threshold and attended the annual meeting.
- Compensation oversight signals: Compensation Committee engages Semler Brossy as independent consultant limited to comp-related services; Chenault is a committee member.
- Director pay mix and alignment: 2024 compensation was predominantly equity-based ($299,920 RSUs) with option/RSU holdings outstanding; Chenault elected RSUs in lieu of cash (796 RSUs)—a positive ownership-alignment signal.
- Related-party/conflict review: Airbnb maintains a formal related-party policy with Audit Chair approval and quarterly ratification; disclosed related-party item involved another director’s family member (Jeffrey Jordan’s daughter). No related-party transactions involving Chenault were described.
- Shareholder feedback: 2025 Say-on-Pay passed with 3,904,076,734 “For” vs 108,214,756 “Against” and 2,306,436 “Abstain”; a shareholder proposal on voting disclosure failed (186,270,097 “For”; 3,827,001,056 “Against”).
RED FLAGS (monitor): Multi-class capital structure and Founder Voting Agreement concentrate voting power with founders, potentially limiting independent shareholder influence—heightening the importance of the Lead Independent Director role for balance.
Board Governance (Structure & Risk Oversight Context)
- Leadership structure: CEO (Brian Chesky) is Board Chair; Board views the combined structure as effective with Chenault as Lead Director.
- Risk oversight: Audit Committee oversees major financial/operational risks, including cybersecurity; Nominating & Corporate Governance monitors governance guidelines; People & Compensation assesses compensation-related risks.
- Committee independence: Audit, People & Compensation, and Nominating & Corporate Governance committees are fully independent.
Fixed Compensation (Detail)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 115,000 | 299,920 | 414,920 |
Performance Compensation (Detail)
| Grant Date | Type | Shares/Units | Fair Value ($) | Vesting |
|---|---|---|---|---|
| May 25, 2024 | Annual RSU | 2,076 | 299,920 | Vests in full on first anniversary; change-in-control accelerates |
| May 2024 (election) | RSUs in lieu of cash | 796 | Cash-equivalent converted per FMV | Grant/vesting aligned to policy |
Outstanding at FY-end (12/31/2024): Options 16,692; RSUs 2,872.
Other Directorships & Interlocks (Detail)
| Company | Role | Start | Notes |
|---|---|---|---|
| Berkshire Hathaway Inc. | Director | May 2020 | Public company board |
| Catalyst Partners Acquisition Corp. | Director | May 2021 | Public investment company |
| General Catalyst | Chairman & Managing Director | Feb 2018 | Private VC firm; no ABNB related-party transactions disclosed |
Equity Ownership (Detail)
| As of | Security | Amount | % |
|---|---|---|---|
| Apr 7, 2025 | Class A common stock | 51,162 | <1% |
| Dec 31, 2024 | Options Outstanding | 16,692 | — |
| Dec 31, 2024 | RSUs Outstanding | 2,872 | — |
- Director Stock Ownership Guidelines: 5x annual cash retainer requirement for non-employee directors.
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Say-on-Pay (NEO compensation) | 3,904,076,734 | 108,214,756 | 2,306,436 | 66,730,569 |
| 2025 Voting Disclosure (shareholder proposal) | 186,270,097 | 3,827,001,056 | 1,326,774 | 66,730,569 |
- Board recommendation against voting disclosure proposal; rationale centered on existing disclosures and governance practices.
Governance Assessment
- Strengths: Independent Lead Director role; active committee involvement; high equity orientation in director pay; independent compensation consultant limited to compensation matters.
- Watch items: Change-in-control accelerated vesting for director RSUs; concentrated founder voting power through multi-class/voting agreements underscores reliance on effective independent oversight.
- Attendance/engagement: Meets Board expectations; Board/committee cadence supports active oversight.