Thomas Gilligan
KB HOMEAbout Thomas W. Gilligan
Dr. Thomas W. Gilligan, age 70, is an independent director of KB Home who has served on the Board since 2012 and currently chairs the Audit and Compliance Committee; he is designated an SEC “audit committee financial expert.” He is an Emeritus Director and Senior Fellow at the Hoover Institution at Stanford University, and previously served as Dean of the McCombs School of Business (UT Austin) and Interim Dean of the USC Marshall School of Business, bringing deep expertise in finance, economics, and academic leadership to KB Home’s boardroom . KB Home discloses that all directors other than the CEO are independent, only independent directors serve on Board committees, and non‑employee directors hold executive sessions without management at each regularly scheduled Board meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hoover Institution (Stanford) | Tad & Dianne Taube Director; now Emeritus Director and Senior Fellow | Director 2015–2020; Emeritus/Senior Fellow current | Led a major public policy research center; policy and governance expertise |
| McCombs School of Business (UT Austin) | Dean | 2008–2015 | Executive leadership, finance/economics academic credentials |
| USC Marshall School of Business | Interim Dean; Professor | Interim Dean 2006–2007; Professor 1987–2006 | Academic administration; faculty leadership |
| California Institute of Technology | Assistant Professor | 1984–1987 | Economics/finance scholarship |
| White House Council of Economic Advisors | Staff Economist | 1983–1984 | Public policy economic analysis |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Southwest Airlines | Director (public company) | 2015–2024 |
| Hoover Institution (Stanford) | Emeritus Director and Senior Fellow | Current |
Board Governance
- Committee assignments:
- Audit and Compliance Committee — Chair; four members, including the chair, are SEC “audit committee financial experts.” Oversight includes accounting/reporting, auditor engagement, ERM, internal audit plan, cybersecurity reviews (most recent in Jan 2025) and financial risk management .
- Nominating & Corporate Governance Committee — Member; oversees governance policies, related‑party transaction review, director independence/skills assessments, and Board evaluations .
- Independence and attendance:
- All directors except the CEO are independent; only independent directors serve on Board committees .
- 2024 meetings: Board (4), Audit (6), Compensation (5), Nominating (4); each incumbent director standing for election attended at least 75% of his/her total Board and committee meetings; all directors elected at the 2024 annual meeting attended the meeting .
- Executive sessions: Non‑employee directors hold an executive session without management at each regularly scheduled Board meeting .
Fixed Compensation
| Component (FY2024) | Amount |
|---|---|
| Fees earned or paid in cash ($) | $137,500 |
| Stock awards ($) | $162,500 |
| All other compensation ($) | $3,000 (additional meeting fees) |
| Total ($) | $303,000 |
Director fee program parameters:
- Lead Independent Director retainer: $40,000
- Committee chair/member retainers: Audit $27,500 / $12,500; Compensation $21,000 / $10,000; Nominating $20,000 / $10,000
- Meeting fees: $1,500 per applicable meeting (if prior meetings attended during the Director Year)
Performance Compensation
| Equity Grant Detail (FY2024) | Terms |
|---|---|
| Equity election | Directors may elect grants in common stock or deferred stock units (stock units); if director has not met ownership requirement, only stock units allowed |
| 2024 grant (Dr. Gilligan) | 2,689 stock units granted in 2024 |
| 2024 stock award fair value | $162,500 (aggregate grant date fair value) |
| Dividend and voting | Stock units receive dividend equivalents in cash; no voting rights |
| Conversion/vesting | One share issued per stock unit upon change in control or upon leaving the Board |
| Options | KB Home has not granted stock options to directors/employees since 2016 |
Note: KB Home does not disclose performance conditions for director equity; awards are elected as stock or stock units, not performance-vested .
Other Directorships & Interlocks
| Company/Entity | Role | Notes |
|---|---|---|
| Southwest Airlines | Director | Served 2015–2024; no disclosed related‑party transactions in 2024 involving outside directors |
| KB Home | Director | Director since 2012 |
- Historical independence review: The Board previously reviewed potential land transactions involving the University of Texas (where Dr. Gilligan held an administrative dean role) and determined he had no material interest; independence not impaired (context from earlier proxy) .
Expertise & Qualifications
- SEC “audit committee financial expert” and Audit Committee Chair; deep experience overseeing financial reporting, audits, ERM, and cybersecurity oversight reviews .
- Academic leadership and economic policy background (Hoover Institution; deanships at UT Austin and USC; CEA staff economist), providing finance, economics, governance, and public policy expertise relevant to homebuilding cycles and risk oversight .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 48,217 shares (as of Feb 24, 2025) |
| Stock options | None reported for non‑employee directors; no option holdings shown for Dr. Gilligan |
| Ownership as % outstanding | No non‑employee director owns more than 1% (CEO owns 2.9%) |
| Director ownership guideline | 5x Board retainer (currently $500,000) within 5 years; each non‑employee director is in compliance |
| Pledging/hedging | Employees and non‑employee directors may not hedge or pledge KB Home securities |
Governance Assessment
- Board effectiveness and independence: Dr. Gilligan’s leadership as Audit Chair and designation as an SEC “financial expert,” combined with KB Home’s structure of independent committees and regular executive sessions, support robust oversight of financial reporting, ERM, and cybersecurity—a key area for builders facing operational risk .
- Engagement and attendance: Committee and Board meeting cadence (Audit 6; Board 4; Nominating 4) and disclosure that each incumbent director attended at least 75% of meetings indicate active engagement; all directors elected at the 2024 meeting attended the annual meeting .
- Alignment and incentives: Meaningful personal shareholding (48,217 shares) and mandatory director ownership guideline compliance enhance alignment; hedging/pledging prohibitions further reinforce shareholder alignment .
- Conflicts and related parties: No related‑party transactions involving outside directors in 2024; historical potential conflict involving UT was reviewed and found not to impair independence—positive signals for conflict management .
- Shareholder feedback signals: Say‑on‑pay support improved to 81% at the 2024 annual meeting after engagement and compensation program refinements—supportive of overall governance credibility during Dr. Gilligan’s tenure on key oversight committees .
- Compensation governance: The Compensation Committee engages an independent advisor (FW Cook) under strict independence safeguards; while not Dr. Gilligan’s committee, this complements the overall control environment overseen by Audit and Nominating .
RED FLAGS: None disclosed specific to Dr. Gilligan. No related‑party transactions involving outside directors in 2024; prohibition on pledging/hedging reduces alignment risk .