James Weaver
KB HOMEAbout James C. “Rad” Weaver
Independent director of KB Home since 2017; age 49. Weaver is CEO and Chairman of CW Interests, LLC, with a background in executive leadership, business strategy, financial planning/analysis, and asset/investment management; he has significant policy/governance exposure in Texas, a core KBH market . He currently chairs KBH’s Nominating & Corporate Governance Committee and serves on the Management Development & Compensation Committee; he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CW Interests, LLC | Chief Executive Officer and Chairman | Current | Oversees investment strategy and direct investments in private operating businesses |
| McCombs Partners | Chief Executive Officer | 2006–2020 | Led family office investing; prior tenure at McCombs Partners from 2000 |
| University of Texas/Texas A&M Investment Management Company (UTIMCO) | Board Member; Chairman | Vice Chair 2017–2022; Chairman 2022–Present | Stewardship over endowment investment policies/oversight |
| University of Texas System Board of Regents | Vice Chairman; Regent | Member 2017–2023; Vice Chair 2023–Present | Governance oversight for major public university system |
| San Antonio Chamber of Commerce | Director; Chairman | Director 2014–2017; Chairman 2016–2017 | Civic and economic development leadership |
External Roles
| Organization | Role | Type/Notes |
|---|---|---|
| Cox Enterprises, Inc. | Director; Chair of the board’s investment committee | Private; potential vendor touchpoint via Cox Communications in some KBH markets (see Related Party review) |
| Jonah Energy | Board Chairman | Private E&P company |
| Circuit of the Americas | Director | Private company |
| Milestone Brands | Director | Private company |
Board Governance
- Committee assignments and roles (current): Chair, Nominating & Corporate Governance Committee; Member, Management Development & Compensation Committee .
- Independence: All directors other than the CEO are independent; only independent directors serve on committees .
- Attendance and activity: In 2024, the Board met 4 times; Audit 6; Compensation 5; Nominating 4. Each incumbent director standing for election attended at least 75% of total Board and committee meetings .
- Lead Independent Director structure: Robust LID role (Kozlak) with agenda-setting and executive session authority .
- Say-on-Pay support: 81% approval at the 2024 annual meeting; company cites responsive design changes (scorecard, cash-payout caps, higher equity mix for CEO) .
- Clawback/hedging: NYSE-aligned clawback policy; directors and employees prohibited from hedging/pledging KBH securities .
Fixed Compensation
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 130,000 | 162,500 | — | 292,500 |
| 2023 | 30,000 | 262,500 | — | 292,500 |
- Director program: Annual board retainer $100,000; equity grant $162,500; Committee chair/member retainers (Audit $27,500/$12,500; Comp $21,000/$10,000; Nominating $20,000/$10,000); Lead Independent Director retainer $40,000; meeting fees $1,500 (as applicable) .
Performance Compensation
| Grant Date | Instrument | Shares/Units (#) | Terms |
|---|---|---|---|
| April 18, 2024 | Deferred stock units (DSUs) | 2,689 | Directors elect stock or stock units; units settle in shares upon departure/change-in-control; dividend equivalents paid on units; no voting rights |
- Directors have no stock option grants since 2016; director equity grants are not performance-vested .
Other Directorships & Interlocks
| Company | Public/Private | Relationship to KBH |
|---|---|---|
| KB Home | Public | Independent Director |
| Cox Enterprises (Cox Communications) | Private | Some KBH divisions pay for standard Internet/telephony where Cox is local provider; KBH also receives certain marketing-related payments from Cox. Board determined this did not impair independence and was not a Related Party Transaction . |
Expertise & Qualifications
- Core skills: Executive leadership; strategy and execution; financial planning/analysis; asset/investment management; governance/policymaking .
- Geographic relevance: Significant presence in Texas, a key KBH market .
Equity Ownership
| As-of Date | Total Beneficial Ownership (shares) | Stock Options |
|---|---|---|
| Feb 24, 2025 | 41,974 | — |
| Feb 26, 2024 | 39,285 | — |
- Ownership policy: Non-employee directors must hold 5x board retainer value ($500,000) within five years; all non-employee directors are in compliance .
- Pledging/hedging: Prohibited for directors and employees .
- Context: No non-employee director owns >1% outstanding; CEO is the only >1% holder .
Governance Assessment
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Strengths supporting investor confidence
- Independent director with Chair role on Nominating & Corporate Governance and seat on Compensation, signaling influence on board composition, evaluation, and pay oversight .
- Board-wide independence, strong LID role, and regular executive sessions; robust clawback and anti-hedging/pledging policies .
- Active committees and satisfactory attendance; 2024 say-on-pay support at 81% suggests pay-for-performance approach is generally acceptable to shareholders .
- Director compensation balanced between cash and equity; equity via DSUs aligns interests without option-related risk .
-
Potential conflicts/mitigants
- Cox Enterprises interlock: routine vendor/customer flows (local Internet/telephone services; marketing-related payments). The board determined independence was not impaired; no Related Party Transactions in 2024 .
- No Section 16(a) filing delinquencies disclosed for Weaver (company disclosed other isolated late filings unrelated to him) .
-
Compensation structure observations
- YOY shift in mix: 2024 shows higher cash ($130k) and lower equity ($162.5k) vs 2023 ($30k cash/$262.5k equity) with flat total; signals flexibility in election mix while maintaining overall compensation level .
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RED FLAGS
None material identified. The Cox Enterprises touchpoint is monitored and was deemed non-impairing to independence; no related-party transactions involving outside directors in 2024 .