Kelvin R. Westbrook
About Kelvin R. Westbrook
Kelvin R. Westbrook (age 69) is an independent Trust Manager of Camden Property Trust (CPT) since 2008 and has served as Lead Independent Trust Manager since 2017 . He is President and CEO of KRW Advisors, LLC (since 2007) and brings legal, media, telecom and corporate finance expertise, holding a B.A. from the University of Washington and a J.D. from Harvard University . He is independent under NYSE standards and elected annually by the independent Trust Managers to serve as Lead Independent Trust Manager .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KRW Advisors, LLC | President & CEO | Since 2007 | Consulting/advisory in telecom/media; corporate governance expertise |
| Millennium Digital Media Systems, LLC | Chairman, Chief Strategic Officer, President & CEO | Not disclosed (prior to 2007) | Executive leadership in media; strategy & M&A |
| LEB Communications, Inc. | President & Chairman | Not disclosed | Executive leadership; telecom experience |
| Charter Communications | Executive Vice President | Not disclosed | Corporate finance/telecom operations |
| Paul, Hastings, Janofsky & Walker | Partner | Prior to 1993 | Legal practice; corporate law foundations |
External Roles
| Company | Role | Industry | Committees/Impact |
|---|---|---|---|
| Archer-Daniels Midland Company | Director | Agribusiness – crop origination & transportation | Not disclosed |
| T-Mobile USA, Inc. | Director | Mobile telecommunications | Not disclosed |
| The Mosaic Company | Director | Agribusiness – crop nutrition | Not disclosed |
Board Governance
- Independence and leadership: Westbrook is independent and serves as Lead Independent Trust Manager, elected annually by the independent Trust Managers . His responsibilities include presiding over executive sessions, setting agendas with the Chair/CEO, ensuring information quality to the Board, coordinating committee work, liaising with shareholders, and recruiting Board candidates .
- Committees: Member, Executive Committee (with Campo as Chair; Ingraham and Westbrook as members). The Executive Committee had no meetings in 2024 .
- Core committees composition: Audit, Compensation, and Nominating/Corporate Governance & Sustainability (NCG&S) are composed solely of independent Trust Managers . Westbrook is not listed on these three committees in 2024 .
- Attendance and engagement: The Board met five times in 2024, and all Trust Managers attended at least 80% of Board and committee meetings on which they served. Independent Trust Managers hold regular executive sessions typically around each Board meeting .
- Governance practices: Anti-hedging policy; pledging discouraged; robust share ownership guidelines; proxy access; retirement policy (no re-election after age 75); regular Board assessments and refreshment .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash fee (independent director) | $80,000 (electable in shares) | Directors may elect shares valued at 150% of cash equivalent; vesting generally 25% immediate + 25% annually x3; accelerated at age 65 |
| Lead Independent Trust Manager cash fee | $35,000 (2024) | Increased to $40,000 effective May 9, 2025 |
| Director equity – annual fully vested grant | ~$110,000 | $110,035 grant at May 10, 2024 annual meeting |
| Director compensation (Westbrook, 2024) | Fees $35,000; Stock awards $230,083; Total $265,083 | Equity comprises the $110,035 annual grant + $120,048 in lieu of cash fee shares |
Performance Compensation
| Equity Award | Grant Date | Grant Value | Vesting |
|---|---|---|---|
| Annual fully vested equity grant | May 10, 2024 | $110,035 | Fully vested on grant |
| Shares in lieu of $80k cash fee | May 10, 2024 | $120,048 | Normally 25% immediate + 25% annually x3; accelerated at age 65; Westbrook (age 69) fully vested |
Note: CPT director compensation does not use performance metrics (e.g., TSR or operating KPIs) for director equity; awards are fixed-value equity with time-based vesting (accelerated for retirement-eligible directors) .
Other Directorships & Interlocks
| External Board | Industry Link to CPT | Potential Interlocks/Conflicts |
|---|---|---|
| ADM | Minimal operational overlap with multifamily REIT operations | None disclosed |
| T-Mobile USA | Telecom services vendor/customer risk limited; no transaction disclosures | None disclosed |
| Mosaic | No apparent direct overlap with CPT operations | None disclosed |
- Related-party transactions: The Company reports no transactions requiring disclosure under Item 404(a) (covering directors and officers) and no material contributions to entities where independent directors are executives exceeding thresholds—reducing conflict risk .
Expertise & Qualifications
- Legal and governance: Former law firm partner; deep governance experience from multiple public boards .
- Telecom/media operations and strategy: Senior executive roles with Charter Communications, Millennium Digital Media; corporate finance and M&A capabilities .
- Board leadership: Extensive experience in board processes and governance frameworks; serves as principal liaison to shareholders and independent Trust Managers as Lead Independent .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Options (exercisable within 60 days) | Unvested Shares | Pledged Shares |
|---|---|---|---|---|---|
| Kelvin R. Westbrook | 29,174 | <1% | — | — (fully vested at age 65) | None disclosed |
- Ownership guidelines: Non-employee Trust Managers must own ≥5× annual cash fee within five years; all are currently in compliance .
- Hedging/pledging: Hedging prohibited; pledging generally discouraged; no pledges disclosed for Westbrook .
Governance Assessment
- Board effectiveness: As Lead Independent Trust Manager, Westbrook strengthens oversight through executive sessions, agenda-setting, information quality control, and shareholder communication, supporting robust independent governance in a combined Chair/CEO structure .
- Independence and conflicts: Independent under NYSE rules; no related-party transactions; external boards in unrelated industries; conflict risk appears low .
- Engagement: Board met five times; attendance ≥80% across directors and committees; Executive Committee had no meetings in 2024, but Westbrook’s lead role indicates ongoing engagement between meetings and with shareholders .
- Alignment: Strong equity-based director compensation; option-free structure; ability to elect equity in lieu of cash; Westbrook meets ownership guidelines and holds shares, with full vesting due to age—enhancing alignment while minimizing unvested exposure .
- Red flags: None identified specific to Westbrook. Not on Audit/Comp/NCG&S committees (reduces direct influence on pay and controls). Company-wide policies mitigate risk (clawbacks for executives, anti-hedging, share ownership) .
- Shareholder signals: CPT’s governance program includes proxy access, retirement age policy, and consistent say-on-pay support (context: 91% approval in 2024), supporting investor confidence in oversight structures (contextual to company, not director-specific) .