Ken Chenault
About Kenneth I. Chenault
Kenneth I. Chenault, age 73, has served as an independent director of Berkshire Hathaway since 2020. He is Chairman and a Managing Director of General Catalyst (since Feb 2018) and previously served as CEO (2001–2018) and Chairman (2001–2018) of American Express. He is currently a director of Airbnb and has previously served on the boards of Facebook (2018–2020), IBM (1998–2019), and Procter & Gamble (2008–2019) . Berkshire classifies him as independent under SEC/NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Express Company | Chief Executive Officer | Jan 2001 – Feb 2018 | Led a large, regulated financial services company; prior roles included Vice Chairman and President/COO after joining in 1981 . |
| American Express Company | Chairman | Apr 2001 – Feb 2018 | Oversight and governance at scale; global brand stewardship . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| General Catalyst | Chairman & Managing Director | Feb 2018 – Present | Venture capital leadership . |
| Airbnb, Inc. | Director | Current | Public company directorship . |
| Facebook, Inc. (now Meta) | Director | 2018 – 2020 | Prior public board experience . |
| International Business Machines (IBM) | Director | 1998 – 2019 | Prior public board experience . |
| Procter & Gamble (P&G) | Director | 2008 – 2019 | Prior public board experience . |
| Various non-profits | Trustee/Director | Ongoing | Charitable and non-profit organizations . |
Board Governance
- Independence: Determined independent under SEC Item 407(a) and NYSE standards .
- Committees: Member, Governance, Compensation and Nominating Committee (GCN) in 2024; GCN members were Stephen B. Burke, Kenneth I. Chenault, Charlotte Guyman, and Thomas S. Murphy, Jr. (all independent). GCN met once in 2024; Audit Committee met six times .
- Committee chair roles: GCN chaired by Charlotte Guyman; Chenault served as a member and co-signed the GCN Committee report .
- Attendance: “Each then current director attended all meetings of the Board and of the Committees … on which he or she served” in 2024 (i.e., 100% attendance) .
- Board meetings: Annual Meeting of Directors plus two special meetings in 2024 .
- Independent director sessions: Three meetings of independent directors were held in 2024 .
- Lead Independent Director: Susan L. Decker serves as Lead Independent Director; role does not include representing the Board in shareholder communications (Berkshire relies on annual Q&A session) .
Fixed Compensation
| Component | Policy/Amount (2024) |
|---|---|
| Board meeting fee (in-person) | $900 per meeting |
| Board meeting fee (telephonic) | $300 per meeting |
| Audit Committee member stipend | $1,000 quarterly |
| Director expense reimbursement | Reimbursed for out-of-pocket meeting expenses |
| D&O Insurance | The Company does not provide directors and officers liability insurance |
| 2024 Fees — Kenneth I. Chenault | $2,700 total fees in 2024 |
Notes: The proxy discloses only cash meeting fees for non-management directors; no equity compensation for directors is disclosed in 2024 .
Performance Compensation
| Element | Terms |
|---|---|
| Equity awards (RSUs/PSUs) | Not disclosed for directors in 2024 (proxy lists cash meeting fees only) |
| Options | Not disclosed for directors in 2024 |
| Performance metrics tied to director pay | Not disclosed/applicable |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | Airbnb (Director) |
| Prior public company boards | Facebook (2018–2020), IBM (1998–2019), P&G (2008–2019) |
| Berkshire committee interlocks | Company states that during 2024, none of its executive officers served as a director/comp committee member of any entity for which a Berkshire director served as an executive officer (i.e., no compensation committee interlocks) |
Expertise & Qualifications
- Former CEO/Chairman of a major financial services company; seasoned public-company director; brings financial expertise and large-scale operating/governance experience .
- Berkshire explicitly cites his experience and financial expertise as qualifications to the Board .
Equity Ownership
| Security | Shares Beneficially Owned | % of Respective Class | Notes |
|---|---|---|---|
| Class A | 3 | <0.1% | As of March 5, 2025 |
| Class B | 1,855 | <0.1% | As of March 5, 2025 |
Notes:
- Aggregate voting/economic interest entries for Chenault are below reporting thresholds (“*” in table) .
- No pledging or derivative positions are identified for Chenault in the ownership table/footnotes .
Governance Assessment
- Board effectiveness and engagement: Chenault is an independent director with full attendance in 2024 and sits on the Governance, Compensation and Nominating Committee, which oversees CEO pay and governance guidelines; however, the GCN Committee met once in 2024 versus six meetings for the Audit Committee, indicating limited formal GCN meeting frequency .
- Alignment and incentives: Berkshire’s director pay is minimal and cash-based; Chenault received $2,700 in 2024, and the proxy discloses no director equity awards—alignment comes primarily from personal share ownership (3 Class A and 1,855 Class B), alongside Berkshire’s expectation that directors hold a “significant investment … relative to their resources for at least three years” .
- Independence and leadership: Classified independent; Lead Independent Director is Susan Decker (not Chenault). The Board’s communication approach is atypical (no separate lead independent director shareholder outreach; reliance on annual Q&A) .
- Conflicts/related-party exposure: The proxy’s related person disclosures highlight outside legal services involving another director (Olson/Munger, Tolles & Olson). No related-party transactions are disclosed for Chenault; the GCN interlocks statement indicates no 2024 compensation committee interlocks .
- Risk indicators: Berkshire does not carry D&O insurance for directors, a distinctive practice that increases personal exposure but may reinforce prudence; Insider Trading Policy is in place (details hosted on website) .
Director- and Board-Process References (Context)
- Director since: 2020 (approx. five years of service as of 2025) .
- Meetings of independent directors: 3 in 2024 .
- Board meetings: Annual + two special meetings in 2024; all directors attended all Board/committee meetings on which they served .
- Governance expectations for directors: High integrity, business savvy, “owner-oriented” attitude, deep interest in Berkshire, and significant investment in Berkshire shares relative to resources for at least three years .
Sources: Berkshire Hathaway 2025 DEF 14A (filed Mar 14, 2025). Citations: Director biography/qualifications ; Independence ; Board leadership/Lead Independent Director ; Meetings, attendance, committees and frequencies ; Interlocks statement ; GCN Committee report/Chair ; Director compensation structure and 2024 director fee totals ; Security ownership table ; Governance guidelines/ownership expectations for nominees ; Insider Trading Policy reference .