Kathleen Brown
About Kathleen Brown
Kathleen Brown, age 79, is an independent Class II director of Five Point Holdings, LLC (FPH) serving since May 2016, with her current term expiring at the 2026 annual meeting. She is a partner at Manatt, Phelps & Phillips, LLP, and previously held senior roles at Goldman Sachs (Chair of Investment Banking, Midwest; Head of Western Region Public Sector & Infrastructure) and Bank of America (including President of the Private Bank), and served as California State Treasurer (1991–1995). Her background blends public finance, legal expertise, and California governmental processes, providing governance depth and regulatory insight for FPH’s large-scale development activities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of California | State Treasurer | 1991–1995 | Led public finance; deep understanding of CA public sector processes |
| Bank of America | Senior Executive; President of the Private Bank | 1995–2000 | Private banking leadership; financial services experience |
| Goldman Sachs | Head, Western Region Public Sector & Infrastructure; Chair of Investment Banking, Midwest | 2003–2011; 2011–2013 | Public sector infrastructure banking; regional leadership |
| Manatt, Phelps & Phillips, LLP | Partner | 2013–present | Legal/regulatory expertise; insight into legal impacts on FPH businesses |
External Roles
| Organization | Role | Status |
|---|---|---|
| Sempra Energy | Director | Former |
| Forestar Group, Inc. | Director | Former |
| Stifel Financial | Director | Former |
| Sustainable Development Acquisition Corp. | Director | Former |
| CARE U.S.A. | Board Member | Current (non-profit) |
| Santa Catalina School | Board of Trustees | Current (non-profit) |
| Annenberg Foundation | Investment Committee | Current (non-profit) |
| UCLA Medical Center | Advisory Board | Current |
| Meridiam SAS | Advisory Board | Current |
Board Governance
- Independence: The Board determined Kathleen Brown is independent under NYSE rules; all standing committees (Audit, Compensation, Nominating & Corporate Governance, Conflicts) are comprised solely of independent directors .
- Committees: Member, Audit Committee; Chair, Conflicts Committee. Current Audit members are Kathleen Brown, Michael Winer, and Chair William Browning; Conflicts Committee members are Jonathan Foster, William Browning, and Chair Kathleen Brown .
- Attendance and engagement: In 2024, the Board held 5 meetings; Audit 5; Compensation 5; Conflicts 5; Nominating & Corporate Governance 4. Each member attended at least 75% of applicable Board and committee meetings; all directors attended the 2024 annual meeting .
- Lead Independent Director: Michael Rossi serves as Lead Independent Director, with responsibilities including presiding over independent sessions and liaising with management .
- Policies: FPH maintains anti-hedging and anti-pledging policies for directors and executives; directors are prohibited from hedging or monetization transactions involving FPH shares .
- Related-party oversight: The Conflicts Committee administers a formal Related Person Transaction policy requiring disclosure, approval, and recusal of interested committee members; notable related-party transactions primarily involve Lennar; Brown chairs the Conflicts Committee .
Fixed Compensation (Director)
| Component | Amount | Basis/Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Standard non-employee director retainer |
| Audit Committee membership fee | $25,000 | Member, not chair |
| Conflicts Committee chair fee | $15,000 | $10,000 membership + $5,000 chair |
| Total cash fees (2024) | $160,000 | Sum of above; matches disclosed fees earned |
- 2024 Director Compensation disclosed: Kathleen Brown received $160,000 in cash fees and $80,000 in stock awards, totaling $240,000 .
- Director fee structure: Annual cash $120,000; annual equity $80,000; committee fees per charter (Audit $25k + $5k chair; Compensation $15k + $5k chair; Nominating $10k + $5k chair; Conflicts $10k + $5k chair); Lead Independent Director additional $25,000 .
Performance Compensation (Director Equity)
| Grant Date | Instrument | Fair Value | Vesting |
|---|---|---|---|
| March 2024 | Restricted shares (time-based) | $80,000 | Vest in four equal installments at the end of each calendar quarter; none unvested as of Dec 31, 2024 |
- Election features: Directors may elect to receive some or all cash fees in restricted shares vesting quarterly; 2024 example noted for other director (Levinson) .
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Overlap |
|---|---|---|
| Forestar Group, Inc. | Prior public board | Real estate development; prior role only; no current disclosed transactions with FPH |
| Sempra Energy; Stifel Financial; Sustainable Development Acquisition Corp. | Prior public boards | No current disclosed interlocks with FPH operations |
| Non-profit/advisory boards (CARE U.S.A.; Santa Catalina School; Annenberg Foundation; UCLA Medical Center; Meridiam SAS) | External governance roles | Non-commercial; advisory/institutional |
- Related person transactions: 2025 proxy discloses notable related-party matters with Lennar and employment of a related person to another director but no related-person transactions involving Kathleen Brown; Conflicts policy enforces recusal and committee review .
Expertise & Qualifications
- Public finance and infrastructure banking expertise; legal practice leadership; California regulatory fluency critical for entitlements and approvals at Valencia, Great Park, and San Francisco projects .
- Audit Committee experience; financially literate per NYSE norms; contributes to financial oversight and internal controls .
- Conflicts Committee chair experience, overseeing related-party policy enforcement and transaction approvals .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Class B Shares | % of Class B | Notes |
|---|---|---|---|---|---|
| Kathleen Brown | 135,704 | <1% | — | — | Beneficial ownership as of March 31, 2025; percent is less than 1% |
- Ownership framework: Anti-hedging and anti-pledging policies in place for directors; no specific pledging by Brown disclosed; no unvested director equity as of Dec 31, 2024 .
- Outstanding shares at record date: 69,858,638 Class A; 79,233,544 Class B (for context on percentages) .
Governance Assessment
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Strengths:
- Independence and multi-committee service (Audit member; Conflicts Chair) support board effectiveness and robust conflict oversight .
- Consistent meeting engagement (≥75% attendance) and full director participation at annual meeting signal active oversight and commitment .
- Director compensation aligns with standard market practice; modest equity component (time-based RS) enhances alignment without encouraging risk-taking .
- Company policies on anti-hedging/anti-pledging and formal clawback for executives reinforce investor alignment and risk controls .
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Watch items / potential conflicts:
- FPH’s significant related-party activities with Lennar persist; while Brown chairs the Conflicts Committee under a strong policy regime requiring recusal, continued vigilance is necessary to ensure arm’s-length outcomes and transparent disclosure .
- Director equity is time-based (no performance metrics), which is typical for directors but provides limited pay-for-performance signaling compared with PSU structures used for executives .
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Overall implication: Brown’s profile—public finance, legal/regulatory, and California governmental experience—aligns well with FPH’s entitlement-heavy business model; her leadership on the Conflicts Committee and Audit membership underpin governance credibility, mitigating risk from related-party complexity while sustaining investor confidence .