Kimball Griffith
About W. Kimball Griffith
Independent director on the Greystone AF Manager LLC Board (which acts as GHI’s board), age 76, with a legal and affordable housing finance background. Education: BA, Davidson College; JD, University of North Carolina School of Law. Documented service on the governing board in 2015 and currently in 2025; classified as independent under SEC/NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Freddie Mac (Multifamily Division) | Director (Affordable), then Vice President overseeing affordable mortgage/investment products | 2003–2015 | Led $3–$4B annual affordable investments; worked with 10–15 lenders/investors; supervised production and underwriting teams . |
| Affordable Housing Consultant | Consultant | Feb 2015–Sep 2017 | Advisory on affordable finance platforms . |
| Norris George & Ostrow PLLC | Of Counsel | Oct 2017–Dec 2024 | Counsel at firm focused on affordable/community development finance . |
| Kutak Rock LLP (and predecessor firms) | Attorney; management roles | 1976–1999 | Practice in public finance/real estate; firm management responsibilities . |
| Ballard Spahr LLP | Partner | 1999–2003 | Affordable housing and commercial real estate transactions . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Housing Up (Transitional Housing Corporation) | Board of Directors; Chair Emeritus | Current | Non-profit affordable housing; Washington, DC . |
| Enterprise Community Investors, Inc. | Board of Directors (prior) | Prior | Affordable housing capital/provider; board listing includes W. Kimball Griffith . |
| Enterprise Community Development Inc. (formerly CPDC) | Board of Directors (prior) | Prior | Affordable housing developer/operator . |
Board Governance
- Independence: Griffith is one of four independent managers on Greystone AF Manager’s Board (which functions as GHI’s board) per SEC/NYSE independence definitions .
- Committee assignments: Audit Committee member .
- Board structure: Greystone AF Manager’s Board is constituted to comply with SEC/NYSE rules so GHI and its BUCs can comply; Board unanimously approved equity plan extension in 2025 .
- Attendance: Not disclosed in the 2025 consent/proxy materials.
Fixed Compensation
| Year | Cash Retainer ($) | Equity Grants ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 37,500 | 37,345 (Restricted Unit Awards) | 74,845 | RUAs granted to Managers on Feb 26, 2024 at $16.62 grant-date fair value per unit; aggregate manager RUAs totaled 18,270 . |
Performance Compensation
- Plan-wide features relevant to director equity (RUAs/phantom units) under the Amended and Restated 2015 Equity Incentive Plan:
- Vesting may be time-based or tied to performance criteria; awards can include distribution equivalent rights (DERs/UDRs) on units .
- Change-of-control: Committee may accelerate vesting, cash out awards, or adjust awards per Section 6(e)(7) .
- Repricing of options/UARs prohibited without unitholder approval .
- Clawback: All awards subject to clawback policy adopted to comply with Dodd-Frank/NYSE listing standards; partnership adopted a compensation recovery (clawback) policy on Nov 7, 2023 .
| Award Mechanic | Detail | Source |
|---|---|---|
| DERs/UDRs | Cash or additional units equivalent to distributions; for time-based awards typically paid in cash without vesting restrictions; performance-based credits to bookkeeping account until vesting . | |
| Change-of-Control Actions | Acceleration, cash settlement, assumption/exchange, or termination depending on event; Committee discretion . | |
| Repricing Safeguards | No option/UAR repricing or exchange when underwater without unitholder approval . | |
| Clawback Coverage | Awards subject to clawback policy consistent with Dodd-Frank/NYSE; policy adopted 11/7/2023 . |
Other Directorships & Interlocks
| Entity | Type | Potential Interlock/Conflict Consideration |
|---|---|---|
| Housing Up; Enterprise Community Investors; Enterprise Community Development | Non-profit/affordable housing ecosystem | These affiliations indicate sector expertise; the 2025 consent materials do not disclose any related-party transactions between GHI and these entities . |
Expertise & Qualifications
- Decades in affordable housing finance, public finance, and multifamily transactions (Freddie Mac affordable VP; counsel roles; law firm management) .
- Legal training (UNC Law) and liberal arts foundation (Davidson); experience navigating Treasury programs (New Issue Bond Program) and tax-exempt structures .
- Audit Committee service at GHI suggests financial oversight competence .
Equity Ownership
| Holder | Total Beneficial BUCs | Restricted Units Included | Comment |
|---|---|---|---|
| W. Kimball Griffith | 29,803 | 3,795 (with voting rights) | Individual holding is indicated as part of 411,216 BUCs owned by executives/managers in aggregate (≈1.8% of outstanding) . |
Insider Trades (Section 16)
| Date | Filing/Type | Security/Units or Value | Notes |
|---|---|---|---|
| Feb 26, 2024 | Form 4 – Stock Award (Grant) | RUAs to Managers; Griffith’s grant disclosed as $37,345 grant-date fair value in compensation table . | |
| Feb 25, 2025 | Form 4 – Stock Award (Grant) | RUAs granted to officers and managers (amounts not determinable in consent materials) . |
Note: GHI publishes Section 16 filings; Griffith’s recent Form 4 filings appear in the 2024–2025 timeframe reflecting restricted unit awards in line with the equity plan .
Governance Assessment
- Independence and committee role: Clear independence and Audit Committee membership support board effectiveness and financial oversight .
- Ownership alignment: Holds BUCs and restricted units; equity grants as part of director pay promote alignment with BUC holders; awards are subject to clawback, DERs/UDRs, and anti-repricing safeguards .
- Pay structure: Balanced cash/equity mix (2024: ~$37.5k cash; ~$37.3k equity); no meeting or committee chair fees disclosed for Griffith; vesting and distribution treatment governed by plan .
- Conflicts/related-party exposure: No related-party transactions disclosed in 2025 consent materials; governance documents emphasize board independence and compliance with exchange rules .
- Structural risk context: Historical partnership agreement amendments (2015) introduced anti-takeover provisions and removed references to corporate-style fiduciary duties for the general partner, which may reduce litigation risk but could raise entrenchment concerns; these are at the entity level rather than director-specific .
Overall, Griffith’s sector expertise and independent status, combined with equity-linked director compensation under a clawback-governed plan, are supportive of investor confidence; no disclosed red flags such as pledging, related party transactions, or low attendance were found in the reviewed materials .