Emile Haddad
About Emile Haddad
Emile Haddad (age 66) is a Class III director at Five Point Holdings, LLC (FPH), serving on the Board since 2009 and as Chairman Emeritus since October 2021; he previously served as President, CEO, and Chairman from May 2016 to October 2021 . He holds a civil engineering degree from the American University of Beirut and has led large-scale master-planned developments (Great Park Neighborhoods, Valencia, Candlestick, and The San Francisco Shipyard) both at FPH and as Lennar’s former Chief Investment Officer .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Five Point Holdings, LLC | Chairman Emeritus | Oct 2021–Present | Advisory stature; not assigned to Board committees |
| Five Point Holdings, LLC | President, CEO, Chairman | May 2016–Oct 2021 | Led strategy, development execution across major communities |
| Five Point management company | President & CEO (co-founder) | 2009–May 2016 | Managed planning and operations for Great Park, Valencia, Candlestick, Shipyard |
| Lennar Corporation | Chief Investment Officer | Prior to 2009 | Led acquisition/capitalization of FPH’s key communities |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| Cave Cay General Partner Ltd (Bahamas) | Chairman of the Board | Current | Resort development oversight |
| UC Berkeley | Real Estate Advisory Board | Current | Industry advisory role |
| USC Price School | Board of Counselors | Current | Advisory role |
| Chapman University | Board of Trustees | Current | Governance role |
| Octane OC | Co-Chair | Current | Ecosystem leadership |
| USC Lusk Center | Chairman Emeritus, Real Estate Advisory Board | Past | Industry leadership |
| UCI Foundation; Claremont Graduate University | Trustee | Past | Academic governance |
| PBS So-Cal; Aedas Homes, S.A.U. | Director | Past | Media and international real estate board experience |
Board Governance
- Independence status: Not independent. The Board determined independent directors include Brown, Browning, Foster, Hunt, Levinson, Rossi, and Winer; Haddad is not listed among independent directors .
- Committee assignments: None. Audit, Compensation, Conflicts, and Nominating Committees are composed of independent directors; Emile Haddad is not a member of these committees .
- Attendance and engagement: In 2024, each director attended at least 75% of aggregate Board/committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: Michael Rossi is Lead Independent Director; executive sessions of independent directors occur regularly .
Fixed Compensation
| Component | Amount | Timing/Terms | Source |
|---|---|---|---|
| Advisory Agreement Retainer (initial term) | $416,666/month | Effective Oct 1, 2021; expired Sep 30, 2024 | |
| Advisory Agreement Retainer (extended term) | $125,000/month | Dec 1, 2024–Dec 1, 2028 | |
| Board Fees/Equity (2024) | $0 | No director fees or equity due to advisory arrangement |
Director Compensation (2024)
| Name | Cash Fees | Stock Awards | All Other Compensation | Total |
|---|---|---|---|---|
| Emile Haddad | $0 | $0 | $3,875,000 | $3,875,000 |
2024 non-employee director structure (context): $120,000 annual cash; $80,000 annual restricted shares; committee fees: Audit $25,000 (+$5,000 chair), Compensation $15,000 (+$5,000 chair), Nominating $10,000 (+$5,000 chair), Conflicts $10,000 (+$5,000 chair); lead independent director +$25,000 .
Performance Compensation
| Metric/Structure | Amount | Vesting/Conditions | Notes |
|---|---|---|---|
| Advisory Agreement Annual Performance Bonus | $1,000,000/year | Paid quarterly ($250,000 each), contingent on specified vesting events; if not achieved, bonus deemed unearned and offsets future payments | Extended term Dec 1, 2024–Dec 1, 2028 |
| Termination/CIC treatment (Advisory) | N/A | If involuntary termination without cause/by Haddad for good reason, death/disability, or change in control, eligible to receive remaining payments for current term (or 12 months for death/disability, not beyond term) |
No stock options, PSUs, or RSUs are disclosed for Haddad in 2024 director compensation; his compensation is via the advisory agreement (cash retainer and performance-contingent bonus) .
Other Directorships & Interlocks
| Entity | Role/Link | Potential Interlock/Conflict |
|---|---|---|
| Lennar Corporation | Prior CIO; Lennar is a significant FPH shareholder | Lennar beneficially owns 791,918 Class A and 57,131,088 Class B (38.8% of all common shares) ; Lennar subsidiaries option to acquire FPH homesites; lease amendments at Five Point Gateway . |
| FPH Board Composition | Stuart A. Miller (Lennar Executive Chairman & Co-CEO) is on FPH Board | Shared governance ties; Miller not independent at FPH; strong influence via Lennar . |
Expertise & Qualifications
- Large-scale development execution in California master-planned communities; extensive capital planning experience .
- Civil engineering background (American University of Beirut) .
- Advisory and academic board roles (UC Berkeley, USC Price, Chapman) indicating network depth and policy insight .
Equity Ownership
| Holder | Class A Shares | % Class A | Class B Shares | % Class B | % of All Common | Notes |
|---|---|---|---|---|---|---|
| Emile Haddad | 1,254,046 | 1.8% | 3,137,134 | 4.0% | 2.9% | Class B shares held by Doni, Inc., owned/controlled by Haddad family trusts . |
- Vested vs. unvested: Proxy states none of the directors held unvested awards as of Dec 31, 2024 .
- Hedging/pledging: Company policy prohibits directors and officers from hedging or pledging Company shares .
- Ownership guidelines: Governance framework includes director compensation and alignment policies; anti-hedging/pledging and clawback policies are in place .
Board Governance
| Item | Status | Evidence |
|---|---|---|
| Committee memberships | None for Haddad | Board committee rosters list other independent directors; Haddad not marked as member |
| Chair roles | Chairman Emeritus | |
| Independence | Not independent | Independent directors named exclude Haddad |
| Attendance | ≥75% of meetings (2024) | |
| Executive sessions | Regular independent director sessions |
Related Party Transactions and Conflicts
- Advisory Agreement: Significant consulting fees to Haddad ($3.75M in 2024; $5.0M in 2023) under advisory agreement; extended term lowers retainer but adds performance bonus; he receives no Board fees/equity due to advisory arrangement .
- Tax Distributions: Operating Company paid $7.7M 2024 tax distributions (net of Company share); $1.1M paid to the “management partner,” an entity controlled by Haddad; $4.0M distributed in 2023, all to the management partner .
- Lennar Reimbursement: EB-5 reimbursement obligation to Lennar affiliate ($62.1M balance at 12/31/24; interest accrued 4.6%); payments deferred through April 30, 2025 .
- Daughter Employment: Serene Haddad was employed as a Finance Analyst (comp ~$167,000 in 2023); resigned Jan 17, 2024; Company states compensation consistent with similarly situated employees .
- Code of Conduct: Non-employee directors are not obligated to limit outside interests or notify the Company of opportunities, even if competitive—heightens conflict risk if combined with related party ties .
Fixed Compensation (Director Structure Context)
| Component | Amount | Chair Add-on | Notes |
|---|---|---|---|
| Annual Cash Retainer | $120,000 | N/A | Directors may elect restricted shares in lieu of cash; quarterly vesting |
| Annual Equity (RS) | $80,000 | N/A | Quarterly vesting; none unvested at YE 2024 |
| Audit Committee | $25,000 | +$5,000 | Annual; prorated |
| Compensation Committee | $15,000 | +$5,000 | Annual; prorated |
| Nominating & Gov Committee | $10,000 | +$5,000 | Annual; prorated |
| Conflicts Committee | $10,000 | +$5,000 | Annual; prorated |
| Lead Independent Director | +$25,000 | N/A | Annual; Rossi current LID |
Performance Compensation (Advisory Agreement Metrics)
| Element | Target | Structure | Contingencies |
|---|---|---|---|
| Annual Performance Bonus | $1,000,000/year | Paid quarterly, $250,000 each | Contingent upon specified vesting events; unearned amounts offset against future quarterly bonus or monthly retainer payments |
Say-on-Pay & Shareholder Feedback (Company Context)
- 2024 Say-on-Pay approval ~99% of votes cast; Compensation Committee maintained approach post-vote .
Governance Assessment
- Strengths: Extensive domain expertise in California master-planned community development; high Board/committee attendance; anti-hedging/pledging and clawback policies in place .
- Alignment: Material personal ownership (1.254M Class A; 3.137M Class B; 2.9% of total common), held via family trusts—indicates economic exposure .
- Risks/RED FLAGS:
- Not independent; substantial related-party cash flows via advisory agreement ($3.875M in 2024) and tax distributions to entity controlled by Haddad; no director fees/equity due to advisory arrangement .
- Significant Lennar influence (38.8% combined voting power; Board interlock with Lennar’s Executive Chairman & Co-CEO), plus repeated transactional ties (land banking and lease amendments)—heightened potential for conflicts requiring active Conflicts Committee oversight .
- Code permits non-employee directors to pursue complementary or competitive opportunities without obligation to notify Company—raises conflict-of-interest exposure given multiple related-party ties .
- Family employment (daughter in 2023) constitutes related-person exposure (now ceased), underscores need for strict adherence to Conflicts Committee policy .
Overall, Haddad’s operational expertise and ownership are positives for project execution and alignment, but the advisory compensation and related-party structures require rigorous, transparent Conflicts Committee oversight and clear disclosure to protect investor confidence .