Irene M. Esteves
About Irene M. Esteves
Independent director at KKR Real Estate Finance Trust Inc. (KREF) since June 2018; age 66 as of March 14, 2025. Currently Executive Vice President and Chief Financial Officer of Spirit AeroSystems Holdings, Inc. (SPR) since June 2024; previously CFO at Time Warner Cable, XL Group plc, and Regions Financial. Education: B.B.A. (University of Michigan) and M.B.A., Beta Gamma Sigma honors (Kellogg/Northwestern) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Time Warner Cable Inc. | EVP & CFO | 2011–2013 | Led financial reporting and controls for large public issuer |
| XL Group plc | EVP & CFO | 2010–2011 | Oversaw global finance and risk management |
| Regions Financial Corporation | EVP & CFO | 2008–2010 | Directed finance at major regional bank |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Spirit AeroSystems (NYSE: SPR) | EVP & CFO; Director | Since Jun 2024; director ongoing | Previously Audit Committee Chair and member of Compensation Committee (2024 proxy) |
| Roper Technologies (NYSE: ROP) | Director | Ongoing | Member, Audit; Member, Nominating & Corporate Governance |
| Prior boards | Director (various) | — | R.R. Donnelley; Aramark; Level 3; Timberland; Johnson Diversey; tw telecom; Mrs. Baird’s Bakeries |
Board Governance
- Committee assignments (KREF, latest): Audit Committee Member; Nominating & Corporate Governance Committee Chairperson; Affiliate Transaction Committee Member .
- Independence: Board determined Ms. Esteves is independent for Board service and Audit Committee (Rule 10A-3) .
- Attendance and engagement: In 2024 the Board met 8 times; all directors attended the annual meeting and at least 75% of Board and committee meetings; similar disclosure for 2023 and 2022 .
- Executive sessions: Held regularly; presided by Lead Independent Director (Deborah H. McAneny since 2019) .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $125,000 | $125,000 | $125,000 |
| RSU Shares Granted (#) | 5,525 | 9,674 | 11,270 |
| Stock Awards Grant-Date Fair Value ($) | $110,000 | $110,000 | $110,000 |
| Total ($) | $235,000 | $235,000 | $235,000 |
- Director program: Cash retainer $95,000; committee retainers—Audit $15,000 ($20,000 chair), Compensation $7,500 ($15,000 chair), Nominating $5,000 ($10,000 chair), Affiliate Transactions $5,000 ($10,000 chair), Lead Independent Director $30,000; plus $110,000 in RSUs vesting after one year .
Performance Compensation
| Grant Year | Grant Date | RSUs (#) | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| 2022 | Apr 22, 2022 | 5,525 | Vests in full on Apr 22, 2023 | $110,000 |
| 2023 | Apr 21, 2023 | 9,674 | Vests in full on Apr 21, 2024 | $110,000 |
| 2024 | Apr 19, 2024 | 11,270 | Vests in full on Apr 19, 2025 | $110,000 |
- Deferrals: For 2023 and 2024 grants, Ms. Esteves elected to defer vested RSUs into Deferred Stock Units (DSUs) under KREF’s Directors & Officers Deferral Plan (settled in stock per election) .
- Dividend equivalents: RSUs/DSUs receive dividend equivalents equal to common dividends; dividend equivalents are fully vested when paid .
- Clawback and plan terms: Equity awards are subject to clawback per NYSE Rule 10D-1 policy (2023 adoption) and Omnibus Incentive Plan clawback provisions (2025) .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Note |
|---|---|---|
| Spirit AeroSystems; Roper Technologies | None identified with KREF’s manager (KKR) or KKR Capital Markets | No related-party transactions disclosed involving Ms. Esteves; Affiliate Transaction Committee (of which she is a member) reviews KKR-affiliated transactions to mitigate conflicts . |
Expertise & Qualifications
- Audit committee financial expert; financially literate (as determined by the Board for Audit members) .
- Deep CFO experience across large public companies; governance experience on multiple boards .
- Skills emphasized by KREF Board include financial reporting, internal controls, risk oversight, and strategy .
Equity Ownership
| Metric | As of Mar 1, 2023 | As of Mar 1, 2024 | As of Mar 3, 2025 |
|---|---|---|---|
| Beneficial Ownership (shares) | 19,946 | 29,620 | 40,890 |
| RSUs scheduled to vest within 60 days | 5,525 | 9,674 | — |
- Ownership guideline: Non-employee directors must own ≥3x annual cash retainer within 5 years; all non-employee directors are in compliance .
- Hedging/derivatives prohibited; short sales, margin purchases, swaps, options banned under Insider Trading Policy .
Governance Assessment
-
Strengths
- Independent director; Audit committee financial expert; chairs Nominating & Corporate Governance Committee; member of Affiliate Transaction Committee overseeing related-party/conflict transactions—strong checks on KKR-managed structure .
- Attendance and engagement high (≥75% meetings; annual meetings attended across 2022–2024) .
- Director pay structure balanced with equity; DSU deferrals and ownership policy reinforce alignment; hedging prohibited .
-
RED FLAGS / Watch items
- External management model and extensive KKR-affiliated arrangements can pose standing conflicts; mitigated by independent Affiliate Transaction Committee (incl. Esteves) and structured review policies .
- Significant external responsibilities (CFO role at SPR plus two public boards) raise potential time-commitment risk; continued strong attendance partially offsets this concern .
-
Signals affecting investor confidence
- Consistent independent status and committee leadership indicate strong governance posture .
- Equity compensation via time-based RSUs and DSU deferrals show longer-term alignment; awards subject to clawback per updated policies .