Stuart Gabriel
KB HOMEAbout Stuart A. Gabriel
Independent director at KB Home since 2016; age 71. Director of the Richard S. Ziman Center for Real Estate at UCLA and Distinguished Professor of Finance and Arden Realty Chair at UCLA Anderson. Background in macroeconomics and real estate, mortgage and finance markets, with prior leadership and academic roles at USC and the Federal Reserve Board. Classified as independent (all directors except the CEO are independent).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| USC Lusk Center for Real Estate | Director and Lusk Chair | 1997–2007 | Led academic center with emphasis on real estate economics and policy |
| USC Marshall School of Business | Associate Professor/Professor (Finance and Business Economics) | 1990–1997 | Academic leadership and research in finance/economics |
| Federal Reserve Board | Economics Staff Member | 1986–1990 | Macro/credit market analysis supporting policy work |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UCLA (Ziman Center; Anderson School) | Director; Distinguished Professor of Finance and Arden Realty Chair | 2007–present | Real estate/finance expertise; California market insight |
| KBS Real Estate Investment Trust III, Inc. | Director | Current | Public reporting real estate investment trust |
| KBS Real Estate Investment Trust II, Inc. | Director | 2007–2023 | Former director |
| KBS Real Estate Investment Trust, Inc. | Director | 2005–2018 | Former director |
Board Governance
- Committee assignments: Audit and Compliance Committee member; not disclosed as a committee chair. The Audit Committee oversees accounting/audits, cybersecurity oversight, ERM process, and includes four SEC “audit committee financial experts” (chair included).
- Independence: Independent director (all directors except CEO are independent); only independent directors serve on board committees.
- Attendance and engagement: Each incumbent director standing for election attended ≥75% of total board and committee meetings in 2024; Board held 4 meetings; Audit 6; Compensation 5; Nominating 4; all directors elected at the 2024 annual meeting attended the meeting. Non-employee directors hold executive sessions at each regular board meeting.
- Board structure: Combined Chair/CEO with strong Lead Independent Director; annual elections with majority voting standard; no supermajority voting; prohibition on hedging/pledging for directors and employees. Mandatory retirement at the first annual meeting after age 75 (Gabriel is 71).
Fixed Compensation (Director)
| Component | FY2024 Amount | Detail |
|---|---|---|
| Fees earned/paid in cash | $112,500 | Reflects director retainer and Audit Committee membership; per-elected cash/equity elections by each director |
| Stock awards (grant-date fair value) | $162,500 | 2024 equity elected as common stock; 2,689 shares granted on Apr 18, 2024 |
| All other compensation (meeting fees) | $1,500 | Additional meeting fees during the 2023–2024 Director Year |
| Total | $276,500 | Sum of above |
Program features relevant to non-employee directors:
- Lead Independent Director retainer: $40,000; Committee retainers (Chair/Member): Audit $27,500/$12,500; Compensation $21,000/$10,000; Nominating $20,000/$10,000; Meeting fees $1,500 per applicable meeting. Directors may elect cash, unrestricted shares, or deferred stock units for retainers.
Performance Compensation
- Not applicable: KB Home does not tie director pay to company performance metrics; annual director equity is an election between common stock or deferred stock units associated with board service, not PSUs or option-based performance awards. Stock units convert to shares upon a change in control or board departure; dividend equivalents paid on stock units; no voting rights on units.
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| KBS Real Estate Investment Trust III, Inc. | Public reporting REIT | Director | Current service; real estate investment focus |
| KBS REIT II; KBS REIT | Public reporting REITs | Director | Prior service (ended 2023 and 2018, respectively) |
- Interlocks/conflicts: No related-party transactions involving outside directors in 2024. Board policy prohibits directors from serving on more than four other public company boards (or two if a sitting public company CEO); no directors are over-boarded.
- Hedging/pledging of KBH stock is prohibited for directors.
Expertise & Qualifications
- Academic and policy credentials in macroeconomics; deep expertise in real estate, mortgage, and finance markets; respected perspective on California and national housing/land use—relevant to KBH’s core operating markets.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 37,981 | As of Feb 24, 2025; includes equity awarded for board service; held partly in family trusts with shared voting/investment control with spouse |
| Stock options | 0 | Company has not granted stock options to directors since 2016; table shows none for directors |
| Ownership as % of outstanding | <1% | No non-employee director owns more than 1% of outstanding shares |
| Pledged shares | Prohibited | Company prohibits pledging and hedging by directors |
| Ownership guideline | 5x board retainer ($500,000) within 5 years | All non-employee directors are in compliance |
Governance Assessment
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Strengths
- Independent director with domain expertise aligned to KBH’s risk and value drivers (housing demand, capital, mortgage/credit), serving on the Audit & Compliance Committee with ERM and cybersecurity oversight.
- Solid engagement/attendance record (≥75% for 2024), executive sessions each regular meeting, and robust governance (majority voting, annual elections, no supermajority, no hedging/pledging).
- Clear director pay structure with mix of cash and equity; equity elections support alignment; stock ownership requirement met.
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Potential watch items
- Age-based retirement policy at 75 suggests potential board refresh/transition in the medium term, which may impact continuity on the Audit Committee.
- External board service in real estate investment (KBS REIT III) is sector-adjacent; no related-party transactions disclosed, but ongoing monitoring for transaction overlaps is prudent.
-
Broader shareholder context
- Say-on-Pay support improved to 81% at the 2024 annual meeting, indicating generally constructive investor sentiment on compensation governance.
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RED FLAGS
- None disclosed: no related-party transactions involving outside directors; no pledging/hedging; no over-boarding.