Jodeen Kozlak
KB HOMEAbout Jodeen A. Kozlak
Jodeen A. Kozlak, age 61, is an independent director of KB Home, serving since 2021, and is the Lead Independent Director (since 2024) and Chair of the Management Development & Compensation Committee; she is founder and CEO of Kozlak Capital Partners and previously held senior HR roles at Alibaba (Global SVP HR) and Target (EVP & CHRO), with an earlier career as a law firm partner . Her background emphasizes human capital management, executive compensation, and leadership; KB Home highlights her strong California network as strategically relevant to the company’s key market .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alibaba Group | Global Senior Vice President of Human Resources | 2016–2017 | Global HR leadership experience relevant to talent strategy |
| Target Corporation | EVP & Chief Human Resources Officer; other senior roles | 2007–2016 (15-year career at Target) | Executive leadership and compensation expertise |
| Private Law Practice | Partner | — | Legal training/counsel background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| C.H. Robinson Worldwide, Inc. | Independent Director | Current | Public company directorship |
| MGIC Investment Corporation | Independent Director | Current | Public company directorship |
| Leslie’s, Inc. | Independent Director | 2020–2023 | Former public company directorship |
Board Governance
- Lead Independent Director: Serves as LID since 2024 with defined authorities (presides at executive sessions; consults on agendas/schedules; provides leadership where Chairman/CEO role presents conflict; available to major stockholders) .
- Committee assignments: Chair, Management Development & Compensation Committee; members include Jose M. Barra, Arthur R. Collins, and James C. Weaver .
- Independence: All directors except the CEO were determined independent; Compensation Committee members qualify as SEC “non‑employee” and Code §162(m) “outside” directors .
- Attendance: In 2024, the Board met 4 times; Audit 6; Compensation 5; Nominating 4; each incumbent nominee attended at least 75% of total Board and committee meetings .
- Shareholder support: Re‑elected at the April 17, 2025 annual meeting with 94.7% of votes cast “For” (58,247,027 For; 3,295,449 Against) .
- Related-party/Conflicts: Company reports no related‑party transactions involving outside directors during 2024; related‑party oversight administered by the Nominating Committee per charter .
- Anti‑hedging/pledging: Employees and non‑employee directors are prohibited from hedging or pledging company securities .
Fixed Compensation (Director)
| Component | Detail | Evidence |
|---|---|---|
| Cash fees (FY 2024) | $121,000 (includes LID retainer) | |
| Meeting fees (FY 2024) | $1,500 | |
| Total cash + other (FY 2024) | $122,500 | |
| Equity awards (FY 2024) | $202,500 grant-date fair value | |
| 2024 equity instrument | 3,351 stock units granted | |
| LID retainer (program) | $40,000 | |
| Committee chair retainer (Comp) | $21,000 | |
| Meeting fee policy | $1,500 per applicable meeting | |
| Form of pay election | Retainers/equity may be taken in cash, common stock, or deferred stock units; grants based on grant-date closing price |
Notes:
- Non‑employee director pay schedule last adjusted in July 2019 .
- Equity election and ownership policy constraints: directors not yet meeting ownership requirement must take equity grants as stock units and must hold shares until compliant or leaving the Board .
Performance Compensation (Director)
| Element | Metrics | Vesting/Structure | Evidence |
|---|---|---|---|
| Non‑employee director equity | None (no performance metrics for directors) | Annual grant in common stock or deferred stock units; units convert to shares at change in control or board departure; dividends/dividend equivalents paid in cash |
KB Home does not tie director compensation to financial/ESG performance metrics; performance‑based PSUs described elsewhere apply to executives (NEOs), not directors .
Other Directorships & Interlocks
| Company | Relationship to KB Home | Potential Conflict Indicator | Evidence |
|---|---|---|---|
| C.H. Robinson Worldwide, Inc. | None disclosed | No related‑party transactions involving outside directors in 2024 | |
| MGIC Investment Corporation | None disclosed | No related‑party transactions involving outside directors in 2024 | |
| Leslie’s, Inc. (former) | None disclosed | N/A |
- Independence determinations listed specific commerce/charitable ties for other directors but none for Ms. Kozlak; Board concluded independence not impaired and no material interest for outside directors in 2024 .
Expertise & Qualifications
- Human capital, executive compensation, leadership succession and talent development expertise; legal background; known/respected in California (a key KB Home market) .
- As Compensation Committee Chair, oversees CEO/NEO pay design, non‑employee director pay, succession planning, compensation risk assessments, compliance with equity grant policy, and compensation recovery policy; uses independent consultant Frederic W. Cook & Co. .
- Anti‑hedging/pledging policy and ownership requirements enhance alignment and risk controls .
Equity Ownership
| Item | Amount/Status | Evidence |
|---|---|---|
| Total beneficial ownership (as of Feb 24, 2025) | 23,004 shares (includes stock units) | |
| Stock options | None reported for non‑employee directors | |
| Ownership as % outstanding | <1% (no non‑employee director >1%) | |
| Ownership guideline (directors) | ≥5× Board retainer (currently $500,000) within 5 years; all non‑employee directors in compliance | |
| Hedging/Pledging | Prohibited |
Governance Assessment
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Strengths
- Elevated independent leadership as Lead Independent Director with robust authorities and availability to major stockholders, mitigating combined Chair/CEO structure risks .
- Clear independence profile; no related‑party transactions involving outside directors in 2024; comprehensive related‑party review framework .
- Compensation governance led by an experienced HR/comp professional; use of an independent consultant; annual compensation risk assessments; equity grant policy and clawback oversight .
- Ownership alignment via substantial equity in director pay mix in 2024 (equity awards $202.5k exceeded cash fees $121k) and stringent stock ownership rules; anti‑hedging/pledging policy .
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Watch items
- Combined Chair/CEO remains; continued reliance on LID role and executive sessions to safeguard independent oversight .
- Director fee schedule not updated since July 2019; periodic re‑benchmarking remains important to sustain market competitiveness without over‑paying .
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Investor signals
- Strong re‑election support for Ms. Kozlak (94.7% For) and solid Say‑on‑Pay approval (87.6% For) at the 2025 annual meeting, supporting board/compensation credibility under her committee leadership .
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Compensation committee peer benchmarking context
- Homebuilder peer group reviewed with changes in Oct 2024 (removed M.D.C. Holdings; added Century Communities and M/I Homes) to maintain relevant market references for executive pay decisions .