Stuart Gabriel
About Stuart A. Gabriel
Independent director since 2010 and Audit Committee chair since August 2018. Age 71 (as of April 1, 2025). Ph.D. in Economics from UC Berkeley; Director of the Richard S. Ziman Center for Real Estate and Professor of Finance at UCLA Anderson (since 2007). Prior roles include USC Lusk Center Director (1999–2007) and Federal Reserve Board economics staff (1986–1990). Serves on KB Home’s board (since March 2016) and is a member of KB Home’s audit committee. Recognized for deep real estate finance and structured products expertise and designated by the board as meeting SEC “audit committee financial expert” requirements.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| KBS Real Estate Investment Trust III | Independent Director; Audit Committee Chair | Director since 2010; Audit Chair since Aug 2018 | Audit oversight; financial expertise designation by board |
| KBS REIT II | Independent Director; Audit Committee Chair | Mar 2008 – Liquidation May 2023 | Audit leadership through completion/liquidation |
| KBS REIT I | Independent Director | Jun 2005 – Liquidation Dec 2018 | Board oversight through liquidation |
| USC Lusk Center for Real Estate | Director; Lusk Chair | 1999 – 2007 | Academic leadership in real estate economics |
| Federal Reserve Board (Washington, D.C.) | Economics Staff | 1986 – 1990 | Macro/financial policy analysis |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| UCLA Anderson School of Management | Director, Ziman Center; Professor of Finance; Arden Realty Chair | Since Jun 2007 | Research/teaching in real estate finance and capital markets |
| KB Home | Director; Audit Committee Member | Since Mar 2016 | Audit oversight for a public homebuilder |
| American Real Estate & Urban Economics Association | President | 2004 | Industry leadership |
| Editorial Boards (seven academic journals) | Member | Various | Scholarly governance |
Board Governance
- Independence: The board affirmatively determined Gabriel meets the company’s charter independence criteria and NYSE independence standards.
- Committee Memberships: Audit Committee chair; member of Conflicts Committee (with Robert Milkovich and Ron D. Sturzenegger (chair) in 2024).
- Attendance: In 2024, the board held 20 meetings; each director attended at least 75% of board meetings. The Audit Committee held 5 meetings in 2024; each member attended at least 75%.
- Board leadership: Chairman and CEO roles are separated; committees (Audit and Conflicts) are entirely independent directors.
Committee Assignments & Attendance (2024)
| Committee | Role | Meetings Held | Attendance |
|---|---|---|---|
| Audit | Chair | 5 | ≥75% (all members) |
| Conflicts | Member | Not separately disclosed | Participated in joint meeting and consents with board |
Shareholder Voting Signal (Annual Meeting July 23, 2025)
| Director Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Stuart A. Gabriel, Ph.D. | 16,012,172 | 1,912,113 | 939,771 | 56,497,443 |
None of the director nominees received affirmative votes from a majority of shares present; all continue as “hold-over” directors under Maryland law. Broker non-votes had the effect of votes against director election.
Fixed Compensation
- Program structure: Cash-only director pay with annual retainer and committee/meeting fees; no equity plan authorized.
| Compensation Element | Amount | Notes |
|---|---|---|
| Annual Retainer (Independent Directors) | $135,000 | Paid in cash |
| Committee Member Fee (Audit; Conflicts) | $10,000 per committee | Annual |
| Committee Chair Fee (Audit; Conflicts) | $20,000 per committee | Annual; Gabriel is Audit Chair |
| Board Meeting Fees (after 10th meeting in calendar year) | $2,500 in-person; $2,000 teleconference | Per meeting after threshold |
| Audit Committee Meeting Fees (after 10th in calendar year) | $2,500 in-person; $2,000 teleconference | Audit chair paid $3,000 per meeting after threshold |
| Conflicts Committee Meeting Fees (after 10th in calendar year) | $2,500 in-person; $2,000 teleconference | Conflicts chair paid $3,000 per meeting after threshold |
Director Compensation Earned (Gabriel)
| Year | Cash Fees Earned | Total |
|---|---|---|
| 2023 | $179,000 | $179,000 |
| 2024 | $185,000 | $185,000 |
Performance Compensation
| Item | Disclosure |
|---|---|
| Equity compensation plan for directors | As of Dec 31, 2024, no equity compensation plan or individual arrangements for issuance to executive officers or directors. |
| Performance-based elements (RSUs/PSUs/options; metrics; vesting) | None disclosed; director compensation is cash retainer, committee and meeting fees; no equity awards. |
Other Directorships & Interlocks
| Company / Organization | Type | Role | Tenure | Committee / Interlock Detail |
|---|---|---|---|---|
| KB Home | Public company | Director; Audit Committee Member | Since Mar 2016 | Audit oversight; external governance experience |
| KBS REIT II | Non-traded REIT | Independent Director; Audit Chair | Mar 2008 – May 2023 | Same sponsor ecosystem; governance continuity through liquidation |
| KBS REIT I | Non-traded REIT | Independent Director | Jun 2005 – Dec 2018 | Governance continuity through liquidation |
Expertise & Qualifications
- Ph.D. in Economics (UC Berkeley); extensive publications in real estate finance and urban/regional economics; consultant to corporate/government entities; editorial boards of seven journals.
- Board determined Audit Committee members (including Gabriel) satisfy SEC “audit committee financial expert” requirements and NYSE independence standards.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Pledged |
|---|---|---|---|
| Stuart A. Gabriel, Ph.D. | — | — | None (no shares owned; table notes no shares pledged among named owners) |
| KBS Capital Advisors LLC (indirectly controlled by CEO) | 20,857 | <1% | None |
As of April 25, 2025, Gabriel held no KBSR common shares; the company reported no director equity plan, aligning director pay with cash fees only.
Governance Assessment
- Independence and expertise: Gabriel is independent under charter and NYSE standards; serves as Audit Chair with financial expert designation, supporting robust oversight of reporting and controls.
- Attendance and engagement: Board met 20 times in 2024; Audit Committee met 5 times; Gabriel’s committees reported ≥75% attendance, indicating engagement.
- Shareholder confidence signal: 2025 Annual Meeting saw all director nominees, including Gabriel, fail to secure majority support, continuing as hold-over directors—a material governance signal of shareholder dissatisfaction (amplified by broker non-votes).
- Pay design and alignment: Cash-only director compensation with substantial retainer/committee fees and additional per-meeting fees after a high meeting threshold; absence of equity grants limits stock-based alignment.
- Potential conflicts: Independent director compensation is determined by the Conflicts Committee based on recommendations from the advisor; executives affiliated with and controlling the advisor are involved in recommending independent director pay—an inherent related-party influence risk requiring vigilant Conflicts Committee oversight.
- Nominating process: No standing nominating committee; independent director vacancies handled by the Conflicts Committee of independent directors—an atypical structure that relies heavily on the Conflicts Committee’s independence and rigor.