Wilmot H. Kidd
About Wilmot H. Kidd
Wilmot H. Kidd, age 83, is Chairman of Central Securities Corporation (CET) and has served on the Board since 1972. He was President from 1973–2018 and Chief Executive Officer from 2018–2021, bringing more than five decades of firm-specific strategy experience; he is classified as an “interested person” under the Investment Company Act, not independent . He beneficially owns 2,065,666 CET shares (7.1% of outstanding), with additional family and foundation holdings creating significant influence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Central Securities Corporation (CET) | Director | 1972–Present | Long-tenured governance continuity |
| Central Securities Corporation (CET) | Chairman | Current | Board leadership; strategic guidance |
| Central Securities Corporation (CET) | President | 1973–2018 | Led investment strategy and operations |
| Central Securities Corporation (CET) | Chief Executive Officer | 2018–2021 | Transitioned CEO responsibilities; remained Board leader |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silvercrest Asset Management Group Inc. | Director | 2013–2020 | Added external asset management governance experience |
Board Governance
- Independence and role: The Board identifies Kidd as an “interested person” (non-independent); he serves as Chairman. Lead Independent Director role is separate (currently L. Price Blackford) .
- Committees: Audit and Compensation & Nominating Committees consist solely of independent directors (Blackford, Browning, Calder, Poppe); Kidd is not listed as a member of either committee .
- Meetings and attendance: The Board held eight regular meetings in 2024; all directors attended at least 75% of Board and committee meetings, and all directors attended the 2024 Annual Meeting. Executive sessions without interested directors occur at least quarterly .
- Voting and ownership context: CET had 28,935,676 shares outstanding as of January 31, 2025; large-block holders include The Endeavor Foundation (32.6%), where Mrs. Wilmot H. Kidd is President and Trustee .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Aggregate compensation (Chairman) | $208,000 | 2024 | Total cash compensation for Kidd |
| Additional annual retainer (strategic consulting) | $160,000 | 2024 | Paid for consulting to management, reflecting value of long-tenured experience |
| Director cash program (context for non-officer directors) | $40,000 annual retainer; $1,000 per Board meeting; $1,000 per committee meeting; $10,000 Lead Independent retainer | 2024 | Kidd’s package is distinct due to consulting retainer |
| Pension/retirement benefits accrued | — | 2024 | None for directors; 401(k) applies to employees |
Performance Compensation
| Metric | Target | Payout | Vesting | Notes |
|---|---|---|---|---|
| Performance-linked pay (e.g., TSR, revenue, EBITDA, ESG) | Not applicable for directors | Not applicable | Not applicable | CET discloses cash-based retainers/fees for directors; no equity or performance metrics detailed |
Other Directorships & Interlocks
| Entity | Relationship | Detail | Potential Governance Impact |
|---|---|---|---|
| The Endeavor Foundation, Inc. | Spousal interlock; large shareholder | Holds 9,440,239 CET shares (32.6%); Mrs. Wilmot H. Kidd is President and Trustee | Major voting influence; potential related-party/insider alignment consideration |
| Wilmot H. Kidd IV | Family on Board | Director since 2017; son of Wilmot H. Kidd (Chairman) | Board family representation; independence optics |
| Silvercrest Asset Management Group Inc. | Prior public directorship | Kidd was director 2013–2020 | External governance experience (historical) |
Expertise & Qualifications
- Strategic leadership and institutional knowledge built over 50 years with CET; Board cites Kidd’s unique qualifications and value in leadership structure .
- Background includes long tenure as President and CEO at CET, providing deep investment and operational insight .
Equity Ownership
| Holder | Shares | % of Outstanding | Structure/Notes |
|---|---|---|---|
| Wilmot H. Kidd | 2,065,666 | 7.1% | Includes: 526,404 shares in trust for Mr. Kidd (shared voting/investment power) |
| Mrs. Wilmot H. Kidd | 2,065,666 | 7.1% | Overlaps with Mr. Kidd due to shared/related trusts |
| The Endeavor Foundation, Inc. | 9,440,239 | 32.6% | Mrs. Kidd is President/Trustee |
| Ownership breakdown (family trusts) | 696,050 shares in trust for Mrs. Kidd (shared voting/investment power); 381,189 and 365,847 shares in trusts/LLC for adult children (shared voting/investment power); 85,176 shares in trust for adult children (Mrs. Kidd voting/investment power) | — | Disclaimed beneficial ownership in specified trusts by Mr. and/or Mrs. Kidd as noted |
| Other trusts | 11,000 shares held in trust for non-related individuals (shared voting/investment power; disclaimed) | — | Trust administration role noted |
| Shares outstanding (context) | 28,935,676 | — | Record date Jan 31, 2025 |
Governance Assessment
- Independence and committee roles: Kidd is non-independent (interested person) Chairman and not a member of key committees, which are fully independent—this structure preserves committee independence but concentrates Board leadership with an insider .
- Attendance and engagement: Board met eight times in 2024; all directors met at least 75% attendance and attended the 2024 Annual Meeting; executive sessions held at least quarterly—meeting cadence and independent-only sessions are positive .
- Compensation signals: Kidd’s cash compensation includes a sizable $160,000 consulting retainer in addition to his chairman cash pay ($208,000 total) without disclosed performance linkage—this elevates guaranteed pay and may reduce pay-for-performance alignment for a director role .
- Ownership alignment: Kidd’s direct/indirect beneficial ownership (7.1%) aligns incentives, but combined with Endeavor Foundation’s 32.6% controlled by his spouse, creates concentrated control and potential influence risks for minority shareholders .
- RED FLAGS:
- Non-independent Chairman with familial board presence (son as director) .
- Spousal leadership of a 32.6% blockholder (Endeavor Foundation), representing significant related-party influence potential .
- Additional consulting retainer to Chairman, raising questions about decision-making independence and compensation governance .
- Mitigants:
- Independent composition of Audit and Compensation & Nominating Committees, with a separate Lead Independent Director and regular executive sessions without interested directors .
- Disclosure of beneficial ownership structures and disclaimers regarding trust holdings clarifies voting/investment power allocations .