Wilmot H. Kidd IV
About Wilmot H. Kidd IV
Wilmot H. Kidd IV, age 45, has served on Central Securities Corporation’s (CET) Board since 2017. He is categorized as an “interested person” under the Investment Company Act due to his familial relationship (son of Chairman and former CEO Wilmot H. Kidd). Kidd IV’s professional background is in independent photography, cinematography, and film production since 2005; formal education is not disclosed. He is described as bringing deep knowledge of the Corporation’s history to the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Independent practice | Photographer, cinematographer, film producer | 2005–present | Works focused on architectural documentary tradition; brings historical knowledge of CET |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No public-company directorships disclosed for Kidd IV in the past five years |
Board Governance
- Independence: Kidd IV is an “interested person” under the Investment Company Act (not independent) as the son of CET’s Chairman/former CEO.
- Committees: Audit and Compensation & Nominating committees comprise independent directors (Blackford, Browning, Calder, Poppe). Kidd IV is not listed as a member of either committee.
- Attendance: Board held eight regular meetings in 2024; all directors attended at least 75% of Board and applicable committee meetings. All directors attended the 2024 Annual Meeting.
- Board leadership: Chairman is Wilmot H. Kidd; Lead Independent Director is L. Price Blackford; executive sessions without interested directors occur at least quarterly.
| Governance Item | Detail |
|---|---|
| Independence status | Interested person (not independent) |
| Committee memberships | None (Audit and Comp/Nom only independent directors) |
| Board meetings held (2024) | 8 |
| Attendance rate | ≥75% of Board/committee meetings for all directors |
| Annual meeting attendance | Yes (all directors) |
| Lead Independent Director | L. Price Blackford; exec sessions at least quarterly |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual director retainer | $40,000 | Applies to directors who are not officers |
| Board meeting fees | $1,000 per meeting | 8 meetings in 2024 → $8,000 |
| Committee meeting fees | $1,000 per committee meeting | Not applicable (not a committee member) |
| Aggregate compensation (2024) | $48,000 | Aligns with retainer + 8 meeting fees |
| Pension/retirement benefits | — | No pension accruals for directors |
- CET paid no equity grants or option awards to directors; director comp is cash-based (retainer and meeting fees).
Performance Compensation
| Metric/Instrument | Status | Detail |
|---|---|---|
| Equity awards (RSUs/PSUs/Options) | None disclosed | No stock or option grants for directors in 2024 |
| Performance bonus | None disclosed | No variable or performance-linked pay for directors |
| Performance metrics | Not applicable | No TSR/revenue/EBITDA targets for director pay |
| Clawbacks, severance, CoC | Not disclosed | No director-specific provisions disclosed |
Other Directorships & Interlocks
| Company/Entity | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| — | — | — | No public-company boards disclosed for Kidd IV |
| The Endeavor Foundation, Inc. | — | Major CET owner (32.6%) led by Mrs. Wilmot H. Kidd (President) | Family link to controlling holder; governance consideration |
- RED FLAG: Concentrated ownership by The Endeavor Foundation (32.6%) with leadership by Mrs. Wilmot H. Kidd (spouse of CET’s Chairman) can reduce minority shareholder influence and is a potential governance risk.
Expertise & Qualifications
- Domain: Independent creative professional with works influenced by cinema and literature; brings historical knowledge of CET.
- Board contribution: Familiarity with CET’s history; no finance/audit-specific credentials disclosed.
- Financial expert designation: Not disclosed.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Wilmot H. Kidd IV | 311,877 | 1.1% |
- Dollar range of ownership: Over $100,000.
- Pledging/hedging: Not disclosed; Section 16(a) compliance statement indicates required reports were timely filed for 2024.
Governance Assessment
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Strengths:
- Clear segregation of key committees to independent directors; Kidd IV not on Audit or Comp/Nom (limits conflict exposure in oversight functions).
- Regular executive sessions at least quarterly and an active Lead Independent Director (supports independent oversight).
- Documented attendance threshold met; participation in annual meeting.
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Concerns and RED FLAGS:
- Independence: Kidd IV is an “interested person” due to family relationship with the Chairman and large family-related holdings; this undermines perceived independence and investor confidence for board challenge/oversight.
- Ownership concentration: The Endeavor Foundation’s 32.6% stake, led by Mrs. Wilmot H. Kidd, suggests significant family influence over CET’s governance and outcomes.
- Director compensation structure: Purely cash-based with no equity or performance linkage; while modest, it provides limited direct alignment via compensation mechanisms (alignment relies on personal shareholdings).
-
Net view for investors: Kidd IV’s board role is influenced by family ties and historical familiarity with CET but lacks committee responsibilities or disclosed technical financial expertise. Independent oversight is concentrated in other directors and formal structures (Lead Independent Director, independent committees), partially mitigating risks; however, concentrated ownership and familial involvement remain material governance considerations.