Miriam Hernandez-Kakol
HOVNANIAN ENTERPRISESAbout Miriam Hernandez-Kakol
Independent director of Hovnanian Enterprises, Inc. (HOV) since January 2022; age 71. Former Senior Partner and Global Head of Management Consulting at KPMG (2019–2021), with prior leadership at KPMG, BearingPoint, and Telcordia; NACD Directorship Certified. Serves on HOV’s Audit and Compensation Committees; the Board has determined she is independent under NYSE rules and HOV’s Restated Certificate; she attended 100% of Board and Committee meetings in FY2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Senior Partner; Global Head, Management Consulting Practice | May 2019 – Oct 2021 | Led growth and strategy execution for consulting portfolio |
| KPMG LLP | Leader, Global Customer & Operations Practice | 2015 – 2019 | Brought new solutions to market; drove growth |
| BearingPoint | Managing Director & Senior Vice President | 2003 – 2008 | Enterprise leadership; operations |
| Telcordia Technologies | Various positions | 1988 – 1999 | Technology and operations experience |
External Roles
| Organization | Role | Start | Committees/Focus |
|---|---|---|---|
| Toyota Financial Services Bank (TFSB) | Director | Sep 2022 | Audit; Risk; Community Reinvestment Act committees |
| LPGA Foundation | Board Member | Jan 2023 | Philanthropy and governance |
| Junior Achievement of NJ; HITEC; KPMG Women’s Advisory Board; National Academy Foundation (STEM Committee) | Board/Advisory Roles | Various | Education, diversity, STEM advocacy |
Board Governance
- Committee memberships: Audit Committee; Compensation Committee (not chair) .
- Independence: Board determined Ms. Hernandez-Kakol is independent under NYSE and HOV’s Restated Certificate .
- Engagement: 100% attendance at Board (4 meetings) and all assigned committees in FY2024; Audit Committee met 12 times; Compensation Committee met 4 times .
- Board experience matrix flags for Miriam: Technology/Cybersecurity; Sales & Marketing; Human Capital; Risk Management; Financial Professional; Enterprise Leadership .
| Governance Metric | FY2024 | Note |
|---|---|---|
| Board meetings held | 4 | All directors attended |
| Audit Committee meetings | 12 | Active oversight cadence |
| Compensation Committee meetings | 4 | Compensation governance |
| Attendance (Board and assigned committees) | 100% | Full engagement |
| Independence status | Independent | NYSE and company standard |
Executive sessions are held after each regular Board meeting; Lead Independent Director presides (Edward A. Kangas) .
Fixed Compensation
Structure and FY2024 actuals for non-employee directors:
| Component | Policy Amounts | FY2024 Actual (M. Hernandez-Kakol) |
|---|---|---|
| Annual Board cash retainer | $50,000 | Included in cash fees total |
| Committee cash retainer | $27,500 per committee (Audit; Compensation → $55,000) | Included in cash fees total |
| Meeting fees | Board: $3,000 regular quarterly; $2,000 additional. Committee: $5,000 regular quarterly; $2,500 additional | Included in cash fees total |
| Fees Earned or Paid in Cash (aggregate) | — | $177,000 |
| Annual charitable donation (Company in Director’s name) | $15,000 | $15,000 |
Notes: “Fees Earned or Paid in Cash” includes the annual board retainer, committee retainers, and meeting fees .
Performance Compensation
Annual director equity grants are time-based RSUs with mandatory delayed delivery; no performance metrics are used for director equity.
| Grant Date | Award Type | Fair Value | Vesting | Delivery Delay | Basis |
|---|---|---|---|---|---|
| Second Friday in June (June 14, 2024) | RSUs (Class A) | $104,971 | Vests at 1-year | 2-year post-vesting delayed delivery | $75,000 board grant + $15,000 per committee; fair value based on closing price with illiquidity discount |
Other Directorships & Interlocks
| Entity | Relationship to HOV | Potential Interlock/Conflict |
|---|---|---|
| Toyota Financial Services Bank | External board service | No related-party transactions involving Ms. Hernandez-Kakol disclosed; HOV mortgage subsidiary not cited in related-party section . |
| LPGA Foundation; other non-profit roles | External volunteer governance | No conflicts disclosed . |
HOV’s Related Person Transaction Policy requires independent/disinterested approval for transactions >$120,000; review considers conflicts and reputational risk. Fiscal 2024 related-person items involved CEO family and a former CFO’s son; none implicated Ms. Hernandez-Kakol .
Expertise & Qualifications
- NACD Directorship Certified; deep consulting leadership, growth, and strategy execution track record .
- Board matrix competencies: technology/cybersecurity; sales & marketing; human capital; risk management; financial acumen; enterprise leadership .
- Prior senior roles at KPMG, BearingPoint, Telcordia; external audit and risk committee experience at TFSB .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | As of |
|---|---|---|---|---|---|
| Miriam Hernandez-Kakol | — | — | — | — | Jan 28, 2025 (record date) |
Director stock ownership guidelines: Non-employee directors are requested to achieve and maintain ownership equal to 5× the annual Board retainer ($250,000) within 5 years of election; the Corporate Governance & Nominating Committee reports all non-employee directors are currently in compliance (includes transition period) . HOV’s securities trading policy prohibits short-term/speculative trading; pledging is not allowed without Company consent; hedging via derivatives is prohibited for employees and directors .
Governance Assessment
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Strengths
- Independent director serving on Audit and Compensation Committees with 100% attendance; Audit Committee met 12 times, indicating active oversight .
- Relevant expertise in technology/cybersecurity, financial and human capital domains; NACD-certified and external Audit/Risk committee exposure (TFSB) .
- No Compensation Committee interlocks or Item 404(a) related-party relationships among committee members; FW Cook engaged as independent compensation consultant; no conflicts reported .
- Stock ownership guidelines in place; directors reported “in compliance”; robust anti-hedging/pledging policy .
- Shareholder say-on-pay support was strong in 2024 (95.7%), signaling broader investor confidence in compensation governance .
-
Watch items / signals
- Beneficial ownership shows no reported Class A or B shares as of the record date; while guideline compliance is affirmed, ongoing monitoring of delivered RSUs and ownership progress supports alignment analysis .
- Hovnanian family’s voting control assures election of nominees; while not specific to Ms. Hernandez-Kakol, this dynamic can reduce external influence over director slate and should be considered in governance risk assessment .
Overall: Ms. Hernandez-Kakol’s independence, committee service, attendance, and complementary expertise bolster board effectiveness at HOV; no conflicts or related-party exposures were disclosed for her. Equity alignment is via annual RSUs and ownership guidelines with enforced holding periods, supported by anti-hedging/pledging policies .