Dorene Dominguez
KB HOMEAbout Dorene C. Dominguez
Independent director of KB Home since 2017; age 62. Chairwoman and CEO of Vanir Group of Companies since 2004, with expertise in executive management, finance, project/asset management, and real estate development. Public company directorships include KB Home and Douglas Emmett, Inc.; formerly CIT Group (2017–2022). Notable civic roles include Hesburgh Trustee at the University of Notre Dame (2024–present), prior Trustee (2018–2024), and Advisory Board Member for the Aspen Institute Latinos and Society Program (2020–present). She is well-regarded in California, a key KB Home market .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vanir Group of Companies | Chairwoman & CEO | 2004–present | Executive leadership across construction/program/project management; real estate development expertise |
| CIT Group | Director | 2017–2022 | Board oversight until company’s combination; also CIT Bank, N.A. board membership 2017–2022 |
| University of Notre Dame | Board of Trustees Member | 2018–2024 | Governance of major academic institution; transitioned to Hesburgh Trustee in 2024 |
| Pride Industries | Board Member | 2009–2023 | Nonprofit governance focused on employing individuals with disabilities |
| The Coca-Cola Company | Hispanic Advisory Council Member | 2016–2022 | Consumer/brand advisory role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Douglas Emmett, Inc. | Director | Current | Real estate REIT; relevant interlock to KB Home office lease (see conflicts) |
| Aspen Institute Latinos & Society | Advisory Board Member | 2020–present | Public policy and societal impact advisory |
| University of Notre Dame | Hesburgh Trustee | 2024–present | Institutional governance leadership |
Board Governance
- Committee assignments: Audit and Compliance Committee member; four Audit members (including the chair) are SEC “financial experts” (names not specified). Dominguez rotated off the Nominating and Corporate Governance Committee in April 2024; in 2023 she served on both Audit and Nominating .
- Independence: All directors except the CEO are independent; KB Home reported no related-party transactions involving outside directors in 2024 and none in 2023 .
- Attendance: Each incumbent director standing for election attended at least 75% of total Board and committee meetings; all directors elected at the 2024 annual meeting attended that meeting .
- Board activity: 2024—Board 4 meetings; Audit 6; Compensation 5; Nominating 4. 2023—Board 5; Audit 6; Compensation 6; Nominating 5 .
- Governance controls: Non-employee directors hold executive sessions each regular meeting; overboarding limits; mandatory retirement at 75; strong Lead Independent Director with defined authorities .
Committee Membership Timeline
| Committee | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Audit & Compliance | Member | Member | Member |
| Nominating & Corporate Governance | Member | Rotated off in Apr 2024 | Not a member |
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Cash fees | $100,000 | $100,000 |
| Equity awards (grant-date fair value) | $185,000 | $175,000 |
| Other compensation (meeting fees) | $0 | $3,000 |
| Total | $285,000 | $278,000 |
| Equity grant form (shares/units) | 4,456 common shares granted in 2023 | 2,895 common shares granted in 2024 |
Program structure:
- Standard director retainer $100,000; equity grant $162,500; committee chair/member retainers and $1,500 meeting fees for non-regular sessions; Lead Independent Director retainer $40,000 .
- Directors may elect retainers in cash, common stock, or deferred stock units; stock units accrue dividend equivalents but no voting rights; restrictions apply until stock ownership guidelines are met .
Performance Compensation
- KB Home does not use performance-based metrics for non-employee director compensation; director equity grants are time-based elections of shares or stock units rather than PSUs tied to financial goals .
Other Directorships & Interlocks
| Entity | Relationship to KB Home | Nature |
|---|---|---|
| Douglas Emmett, Inc. | KB Home corporate office lease with a Douglas Emmett subsidiary; Dominguez is a Douglas Emmett director | Board determined the lease did not impair independence and was not a material interest |
| The Dominguez Dream (nonprofit chaired by Dominguez) | KB Home donation of $25,000 | Determined not material for independence; no related party transaction approval required |
Expertise & Qualifications
- Executive leadership, finance, project/asset management, and real estate development across U.S. markets; strong presence in California, a core KB Home geography .
Equity Ownership
| Metric | As of Feb 26, 2024 | As of Feb 24, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 21,267 | 24,162 |
| Stock options | None (non-employee directors have no options) | |
| Ownership vs outstanding | No non-employee director owns ≥1% (Dominguez <1%) | |
| Compliance with ownership guidelines | Directors must hold ≥5x the board retainer ($500,000) within five years; all directors are in compliance |
- Hedging/pledging: Prohibited for employees and non-employee directors; securities may not be pledged or held on margin .
Insider Trades and Section 16 Compliance
| Date | Event | Notes |
|---|---|---|
| Mar 1, 2022 (reported Dec 22, 2023) | Late Form 5 filing by Dominguez for a stock sale | Company disclosed late reporting under Section 16(a); corrected via Form 5 |
Governance Assessment
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Strengths:
- Independent director with relevant real estate and executive expertise; Audit Committee service supports financial oversight .
- Solid attendance and engagement; Board maintains executive sessions and robust governance standards (retirement age, overboarding limits) .
- Director pay program modest and equity-aligned; ability to elect stock/units; compliance with stringent stock ownership requirements; hedging/pledging prohibited .
- Shareholder engagement and say-on-pay support (80% in 2023; 81% in 2024) indicate constructive investor relations .
-
Potential risks and red flags:
- Interlock exposure: KB Home’s office lease with a Douglas Emmett subsidiary while Dominguez serves on Douglas Emmett’s board; Board determined no impairment of independence, but remains a monitoring point for perceived conflicts .
- Late Section 16(a) reporting (Form 5) in 2023 for a 2022 sale—administrative compliance lapse disclosed and corrected; modest governance caution signal .
- No related party transactions in 2023–2024; ongoing oversight by Nominating Committee mitigates conflict risk .
Overall investor confidence signal: Governance posture is strong (independence, oversight, attendance, ownership alignment), with manageable conflict optics around the Douglas Emmett lease and an isolated late filing disclosure .