David K. Chene
About David K. Chene
Independent director since July 2, 2024 and Chairman of the Board since November 2024 at Douglas Elliman Inc. (DOUG). Age 46. Co-Founder, Co-Portfolio Manager and Co-Managing Partner of Kennedy Lewis Investment Management; prior roles span special situations and distressed investing across CarVal Investors (U.S. and Europe), Credit Suisse (European Distressed, leveraged finance risk), Morgan Stanley (Senior Distressed Trader), DiMaio Ahmad Capital (including leading the Asia platform), and CIBC World Markets (leveraged finance IB) . Tenure on DOUG board since 2024; appointed Chairman while CEO role is separate (Lead Independent Director: Mark D. Zeitchick) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kennedy Lewis Investment Management | Co-Founder; Co-Portfolio Manager; Co-Managing Partner; Co-Chair, Investment & Executive Committees | 2017–present | Credit investor; governance influence via DOUG nomination right (through KL financing) . |
| CarVal Investors (Minneapolis) | Managing Director; led U.S. Corporate Securities | 2012–2016 | Focus on special situations/distressed; managed U.S. business . |
| CarVal Investors (London) | Co-Head, European Corporate Securities | Pre-2012 | Led European distressed/special sits; global liquidations exposures . |
| Credit Suisse (London) | Ran European Distressed; risk management for European Leveraged Finance trading | 2010–2012 | Trading and risk oversight . |
| Morgan Stanley (London) | Senior Distressed Trader | 2009–2010 | Trading leadership . |
| DiMaio Ahmad Capital (NY/Singapore) | Research Analyst; later Head of Asian Platform | 2003–2009 | Built and led Asia platform . |
| CIBC World Markets (NY) | Research Analyst, Leveraged Finance IB | 2001–2003 | Early career in leveraged finance . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | None disclosed in DOUG filings | — | — |
Board Governance
- Roles: Chairman of the Board (since Nov 2024); independent director (since Jul 2024) .
- Independence: Board determined Chene is independent under NYSE rules; all committee members meet NYSE independence standards .
- Committees: Compensation & Human Capital (member; chair is Zeitchick); Corporate Responsibility & Nominating (member; chair is White). Both committees reconstituted in July 2024; comp committee met once in 2024; CR&N acted twice during Board meetings in 2024 .
- Attendance: Board held 15 meetings in 2024; each director attended at least 75% of Board and committee meetings. Independent directors met in 11 executive sessions in 2024 (presided by White as CR&N chair) .
- Structure: Separate Chair/CEO roles; Lead Independent Director (Zeitchick) appointed November 2024 .
- Shareholder sentiment: In 2024, a stockholder proposal to declassify the Board passed by a majority of votes cast (advisory), though not a majority of outstanding shares; Board opposed declassification but noted ongoing evaluation of governance .
Fixed Compensation
Program terms for non‑employee directors and Chene’s FY2024 actuals.
| Item | Amount/Detail | Effective Date/Period |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $75,000 | 2024 program . |
| Committee membership fees | $5,000 per committee (2024); increased to $10,000 (Audit; Comp) and $5,000 (CR&N) effective Jan 1, 2025 | 2024; 2025 change . |
| Committee chair fees | $10,000 (each committee) | 2024 program . |
| Lead Independent Director retainer | $450,000 (cash), effective upon appointment | Effective Nov 26, 2024 . |
| Equity grant guideline | ~ $115,000 restricted stock per director in 2024; increased to $150,000 per year from Jan 1, 2025 (except LID) | 2024; 2025 change . |
| Director (FY2024) | Cash Fees ($) | Stock Awards ($ FV) | Other ($) | Total ($) | Notes |
|---|---|---|---|---|---|
| David K. Chene | 192,500 | 120,899 | 135 | 313,534 | Appointed July 2, 2024; held 58,975 unvested RS . |
Notes:
- Stock awards represent grant date fair value under ASC 718 .
- Unvested restricted stock held at 12/31/24: 58,975 shares (Chene) .
Performance Compensation
Director equity is time‑based; no performance metrics are applied to director grants.
| Grant Type | Grant Date | Shares Granted | Grant Date Fair Value ($) | Vesting/Status |
|---|---|---|---|---|
| Restricted Stock | July 31, 2024 | 58,975 | 120,899 | Unvested RS held at 12/31/24 (time‑vest) . |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Nomination right (Kennedy Lewis) | Under the July 2, 2024 Securities Purchase Agreement, entities advised/managed by Kennedy Lewis (KL) received the right to nominate one director so long as KL’s “initial ownership percentage” ≥ 33.33%; Chene (KL Co‑Founder/Co‑MP) was appointed to the DOUG Board on July 2, 2024 pursuant to the agreement . |
| Board refresh dynamics | Bartels was identified by Kennedy Lewis and appointed July 2, 2024; Vogel was identified by Chene and appointed Nov 26, 2024 . |
Expertise & Qualifications
- Deep special situations/distressed credit, restructurings, and capital markets experience across U.S., Europe, and Asia; leadership of trading/risk for European leveraged finance (Credit Suisse) and distressed trading at Morgan Stanley; investment leadership roles at CarVal and Kennedy Lewis .
- Experience relevant to DOUG’s capital structure and transformation focus; Board cites his background as an experienced investment professional and real estate investor as core qualifications .
Equity Ownership
| Holder | Beneficial Ownership | % of Class | Notes |
|---|---|---|---|
| David K. Chene (individual) | 58,975 shares | <1% | Includes 58,975 shares subject to vesting restrictions . |
| Affiliates of Kennedy Lewis (convertible notes) | 4,816,926 shares issuable under 4.99% beneficial ownership limit | N/A | Without the 4.99% cap, notes convertible into 33,333,334 shares (~26.7% on as‑converted basis); conversion price $1.50; interest 7% cash + 8% PIK; registration rights . |
Policies affecting alignment:
- Equity Retention, Hedging and Pledging Policy (directors and officers); prohibits hedging; governance documents posted on investor site .
Governance Assessment
Strengths
- Independence and engagement: Board determined Chene is independent; sits on two key oversight committees (Compensation & Human Capital; Corporate Responsibility & Nominating). Board/committee attendance at or above 75% in 2024; frequent executive sessions enhance independent oversight .
- Leadership structure: Separate Chair and CEO roles with a Lead Independent Director appointed in Nov 2024; enhances checks/balances and board effectiveness .
- Compensation governance: Compensation & Human Capital Committee (of which Chene is a member) uses independent consultant Pearl Meyer; implemented CEO pay redesign in late 2024 emphasizing at‑risk, performance‑linked equity and reduced perquisites/severance, signaling responsiveness to investor concerns .
Risks and potential red flags
- Related‑party exposure and perceived conflicts: Kennedy Lewis is DOUG’s lender on $50 million senior secured convertible notes (7% cash, 8% PIK; $1.50 conversion; 4.99% beneficial cap; registration rights) and holds a nomination right; Chene is KL’s Co‑Founder/Co‑MP. While the Board deems Chene independent, the financing relationship and governance rights create optics and potential conflicts that warrant close monitoring (e.g., capital allocation, refinancing, equity issuance) .
- Concentration of influence: Chene is Chairman, sits on Compensation and on Nominating, and identified an additional director (Vogel), while another (Bartels) was identified by KL; this may amplify influence and raises board refreshment independence considerations, despite formal independence determinations .
- Classified board and shareholder preference: A 2024 advisory proposal to declassify the Board passed by a majority of votes cast, indicating some shareholder appetite for stronger director accountability; the Board opposed declassification, citing continuity and long‑term focus .
Director Compensation (Chene) – Mix and Detail
| Year | Cash Fees ($) | Equity ($ FV) | Other ($) | Total ($) | Mix (Cash/Equity) |
|---|---|---|---|---|---|
| 2024 | 192,500 | 120,899 | 135 | 313,534 | 61% / 39% . |
- Unvested director equity held at 12/31/24: 58,975 shares (time‑based) .
- Program changes for 2025 increase equity grant value for directors (to $150,000; LID excluded) and committee retainers for Audit/Comp members (to $10,000) .
Related‑Party Transactions (Context)
- Kennedy Lewis financing: As of 12/31/24, $50,000,000 senior secured convertible notes outstanding; 7% cash and 8% PIK interest; conversion price $1.50; 4.99% beneficial ownership cap; board nomination right while initial ownership percentage threshold is met; registration rights .
- Other historical related parties (Vector Group) have been winding down (e.g., aircraft lease terminated Oct 2024; TSAs ended Dec 2024), but continue to exist in certain commercial relationships; these involve other directors/executives and are less tied to Chene specifically .
Equity Ownership & Alignment – Detail
| Metric | Value |
|---|---|
| Direct beneficial ownership (Chene) | 58,975 shares (<1% of outstanding) . |
| Vested vs unvested | Entire 58,975 noted as subject to vesting restrictions (RS) . |
| Affiliates’ economic stake | KL’s convertible notes imply up to 33,333,334 shares issuable without the 4.99% cap (~26.7% as‑converted), creating potential control/ownership dynamics if converted; under 4.99% cap, 4,816,926 shares were issuable as of date referenced . |
| Hedging/pledging policy | Company policy prohibits hedging; retention required; governance docs available on investor site . |
Notes on Insider Trading Filings
- Attempted to retrieve Form 4 transactions for “David K. Chene” at DOUG using the insider‑trades skill; request returned an authorization error (401). No Form 4 details are therefore included here. We relied on the DEF 14A disclosures for ownership and equity holdings [insider-trades skill attempt; see methodology].