David Minella
Kennedy-Wilson HoldingsAbout David A. Minella
David A. Minella (age 72) has served on Kennedy-Wilson’s Board since 2009 and is the Lead Independent Director, Audit Committee Chair, and a member of the Compensation, Nominating, and Capital Markets Committees; he is designated an “audit committee financial expert.” He is Managing Member of Minella Capital Management, and previously served as CEO of Aligned Asset Managers, CEO/Chairman of Prospect Acquisition Corp., CEO/director of Value Asset Management, and led U.S. subsidiaries GT Capital Management/GT Global at LGT; he holds a B.S. in accounting from Bentley College. These roles underpin deep asset-management and capital markets expertise central to KW’s risk oversight and governance.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Minella Capital Management | Managing Member | Not disclosed | Financial services holding company investing in asset-management JVs |
| Aligned Asset Managers, LLC | Chief Executive Officer | 2011–2014 | Acquired majority interest in The Townsend Group; real assets focus |
| Prospect Acquisition Corp. | Chairman & Chief Executive Officer | 2007–2009 | Led SPAC predecessor to KW listing |
| Value Asset Management LLC | Chief Executive Officer & Director | 1997–2007 | Controlled interests in five investment management firms |
| LGT (Asset Mgmt Division) | President & Chief Executive Officer | 1995–1997 | Oversaw strategy and financial results; earlier led GT Capital/GT Global in U.S. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bunker Hill Capital Management | Executive Council member | Not disclosed | Private equity advisory role |
| MDT Advisers LLC | Former Chairman (board) | Not disclosed | Oversight of asset management |
| Investment Company Institute | Former board member | Not disclosed | Industry policy/standards |
Board Governance
- Independence: Board determined Minella is independent under NYSE rules; he is Lead Independent Director and chairs executive sessions of non-management directors.
- Committee leadership: Audit Chair; member of Compensation, Nominating, and Capital Markets; designated “audit committee financial expert.”
- Attendance: Board met 8 times in 2024; all directors met ≥75% attendance except Mr. Boehly—Minella met the threshold; executive sessions held regularly and chaired by Minella.
- Risk oversight: Audit Committee met 6 times; Compensation 5; Nominating 4; Capital Markets 3—Minella participates across these risk domains.
| Committee | Role | 2024 Meetings | Chair? |
|---|---|---|---|
| Audit | Member | 6 | Yes |
| Compensation | Member | 5 | No |
| Nominating | Member | 4 | No |
| Capital Markets | Member | 3 | No |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $150,000 | Standard non-employee director retainer |
| Audit Committee chair retainer | $20,000 | Audit chair premium |
| Total cash | $170,000 | Sum of retainers |
| Annual equity grant (RSUs) | $177,275 grant-date fair value | 17,500 RSUs; vests 33% annually over 3 years; accelerated on CoC, death/disability, retirement policy vesting |
| Total director compensation | $347,275 | Cash + RSU grant fair value |
Additional director equity mechanics: RSUs vest 33% on each of the first three anniversaries of grant; retirement policy vests all outstanding director equity upon Board-designated retirement.
Performance Compensation
- Not applicable: Non-employee director RSUs are time-based; no performance metrics disclosed for director equity awards.
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Transaction | Governance Handling |
|---|---|---|---|
| Eldridge Industries (and affiliates incl. Security Benefit, Cain International) | Family interlock: Anthony D. Minella (son of David) is Co-Founder/Partner/President at Eldridge | 2024 transactions: ~$17.3M dividends on KW Series A Preferred paid to Eldridge entities; ~$3.1M fees paid by Eldridge entities to KW entities on JVs; ~$1.8M interest paid to Eldridge entities on KW bonds; partner loans to Cain entity ~€1.2M outstanding at YE (20% interest), prior €950k repaid | All related-person transactions reviewed/approved by Audit Committee per charter; appearance-of-conflict risk given Minella’s audit chair role and family tie—robust recusals and documentation are best practice |
| Fairfax Financial Holdings | Significant holder; Board includes Mr. Burton (Fairfax CIO) | Holdings include Series B/C Preferred, warrants, common; multiple transactions with KW entities | Independence determination considered these relationships; majority of Board independent |
| Eisner, LLP | Legal services provider controlled by Director Michael Eisner | Company engaged Eisner, LLP for legal matters; Chairman engaged for personal matters previously | Within corporate governance guidelines; Audit Committee oversees related-party transactions |
Expertise & Qualifications
- Designated audit committee financial expert; deep asset-management and capital markets experience across LGT/GT Global, VAM, Aligned, PAC, and Minella Capital; accounting degree (Bentley).
- Lead Independent Director role underscores independence and board leadership, including chairing executive sessions.
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 2,463,632 | As of April 15, 2025 |
| Ownership (% of common) | 1.8% | Based on 138,293,288 shares outstanding |
| Shares pledged as collateral | 1,750,000 (RED FLAG) | Anti-pledging policy prohibits new pledges; Minella’s existing pledges grandfathered |
| RSUs outstanding (director grants) | 27,333 | Vests 33% annually over 3 years |
| Ownership guideline (non-employee director) | 3x annual cash retainer; status: Yes (as of 12/31/2024) | Grace periods apply only to newer directors |
Insider Trades
| Date | Filing/Source | Type | Shares | Notes |
|---|---|---|---|---|
| Jan 31, 2025 | SEC Form 4 | Reported change in ownership | Not disclosed here | Public Form 4 filing referenced |
| Jan 29, 2025 | Yahoo Insider Transactions | Stock Award (Grant) | Not disclosed here | Reflects director RSU grant reporting; details per Form 4 |
Governance Assessment
- Strengths: Lead Independent Director, Audit Chair, and designated financial expert underpin robust oversight across financial reporting, related-party review, and risk; serves on Compensation and Nominating (broad governance coverage). High ownership and compliance with stock ownership guidelines align interests. Company-wide say-on-pay support was 89% in 2024, reflecting investor confidence in compensation governance.
- Risks/RED FLAGS: 1,750,000 shares pledged—contrary to best-practice alignment and introduces potential forced-sale risk; grandfathered under policy but remains a significant red flag. Family interlock to Eldridge, a major KW counterparty and investor, while Audit Chair overseeing related-party approvals—appearance-of-conflict risk necessitates clear recusals and thorough audit documentation.
- Engagement/attendance: Met ≥75% attendance threshold; chairs independent executive sessions, indicating active engagement.
- Compensation alignment: Director pay is balanced (cash retainer + RSUs with multi-year vesting); retirement policy accelerates vesting—investors may scrutinize change-in-control and retirement vesting features for directors.
Overall implication: Minella’s extensive asset-management credentials and leadership roles support board effectiveness at KW, but the pledged-share position and familial interlock with Eldridge warrant heightened monitoring (recusals, disclosure granularity) to preserve investor confidence in independence and related-party oversight.