In Ku Lee
Kennedy-Wilson HoldingsAbout In Ku Lee
Executive Vice President, General Counsel and Secretary at Kennedy‑Wilson Holdings, Inc. (KW); age 44 as of April 18, 2025; joined KW in 2013 and was promoted to EVP in 2023 and General Counsel in 2024, previously serving as Deputy General Counsel and Secretary . Background includes global corporate counsel at SK Telecom/SK Planet (2011–2013) and senior associate at Latham & Watkins; education: B.A. in Economics from Occidental College and J.D. from Cornell Law School; member of the California and Los Angeles County Bar Associations . Company performance under the NEO program in 2024: investment management fees grew 60% to $99M, fee‑bearing capital rose to $8.8B, real estate AUM reached $28.0B; company generated ~$571M cash from asset recycling and added $29M of stabilized NOI; absolute TSR over five years (2019–2024) translated to $59.34 value of a $100 investment, and ROIA was 5.83% in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kennedy‑Wilson Holdings, Inc. | Executive Vice President | 2023–present | Senior management leadership across legal, governance, capital raising and transactions |
| Kennedy‑Wilson Holdings, Inc. | General Counsel and Secretary | 2024–present | Leads all legal, corporate governance and public company regulatory matters; oversees transaction capital raising and separate account platforms |
| Kennedy‑Wilson Holdings, Inc. | Deputy General Counsel and Secretary | 2013–2024 | Built legal and governance infrastructure; supported global transactions |
| SK Telecom / SK Planet | Global Corporate Counsel | 2011–2013 | Lead counsel on multiple cross‑border transactions |
| Latham & Watkins LLP | Senior Associate | Pre‑2011 | Complex corporate/transactional legal work |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| State Bar of California | Member | Ongoing | Licensed attorney |
| Los Angeles County Bar Association | Member | Ongoing | Professional membership |
| Occidental College | B.A., Economics | — | Education credential |
| Cornell Law School | J.D. | — | Education credential |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $725,000 | $800,000 |
| Target Bonus (% of Base) | 165% | 165% |
| Bonus Range (% of Base) | 82.5%–250% | 82.5%–250% |
| Actual Bonus Paid ($) | $975,000 | $1,810,000 |
Performance Compensation
Annual Cash Bonus Framework (Company‑level metrics for all NEOs)
| Metric | Weight | Threshold | Target | Maximum | Actual FY2024 |
|---|---|---|---|---|---|
| Growth in Investment Management Fees (ex‑promote) | 25% | 25.0% | 35.0% | 45.0% | 53.7% |
| Cash from Asset Sales | 25% | $350M | $500M | $650M | $562.4M |
| Unsecured Debt Reduction | 15% | ($150M) | ($250M) | ($350M) | ($307.3M) |
| Asset Stabilizations (Estimated Annual NOI) | 15% | $15M | $20M | $25M | $28.5M |
| Other Key Corporate/Individual Factors | 20% | Qualitative | Qualitative | Qualitative | Below Target for CEO; NEO‑specific |
2024 RSU Grants (Target)
| Award Type | Target Shares | Vesting | Performance Hurdles | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Relative TSR RSU | 85,555 | Cliff vest after 3 years (to 12/31/2026); 3‑year post‑vesting hold | Vs. MSCI World Real Estate (GICS 1) Net TR Index; Threshold −1,200 bps (25%), Target 0 bps (50%), Max +1,200 bps (100%); absolute TSR modifier caps max at 75% if <20% absolute TSR | |
| ROIA RSU | 85,555 | 1/3 annually for FY2024–2026; 3‑year post‑vesting hold | Annual ROIA: Threshold 4.8% (25%), Target 5.2% (50%), Max 5.6% (100%); absolute TSR hurdles 7%/14%/21% cap max at 75% | |
| Retentive RSU | 85,555 | 1/3 annually (vests 2/16/2025, 2/16/2026, 2/16/2027); 3‑year post‑vesting hold | Time‑based; mandatory holding aligns with stockholders | |
| Total (Target) | 256,665 | — | — | $2,283,463 |
Additional program features:
- Absolute TSR modifiers added in 2024 to cap payouts unless rigorous absolute returns achieved .
- Distribution equivalent rights accrue and pay only upon vesting; no dividends on unvested awards .
- 2024 vesting outcomes company‑wide: 100% of ROIA RSUs earned; ROE RSUs (legacy) earned 39.6%; relative TSR RSUs earned 0%, reflecting stringent hurdles; ~70% of performance RSUs eligible in 2024 were forfeited .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 318,352 shares; <1% of outstanding |
| Stock Ownership Guideline | 3× base salary for General Counsel; in compliance as of 12/31/2024 |
| Anti‑Hedging / Anti‑Pledging | Company prohibits hedging and pledging; no executive pledges outstanding |
| Post‑Vesting Holding | Mandatory 3‑year hold on all NEO RSU shares post‑vesting |
| Options | Company does not grant options; equity is full‑value RSUs |
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement (Current) | Expires Sept 29, 2026; base salary set at $725,000 in agreement (subsequently increased to $800,000 for 2024 upon promotion) |
| Severance (Qualifying Termination without Cause/for Good Reason) | Continued salary through end of term plus lump‑sum to reach 2× average of last 3 years’ base+bonus; company‑paid healthcare up to 18 months; full vesting of outstanding equity |
| Change‑of‑Control (Equity) | Unvested RSUs vest in full at target upon CoC, subject to continued employment until immediately prior to the CoC |
| Clawback | Company’s amended and restated clawback applies to incentive compensation (cash and equity) per SEC/NYSE rules |
| Non‑Compete / Non‑Solicit / Confidentiality | Embedded in NEO employment agreements; standard protections against competitive activity, solicitation and disclosure (summarized at company level for NEOs) |
Estimated Separation Economics (as of 12/31/2024)
| Scenario | Cash Severance ($) | Equity Acceleration ($) | Continued Benefits ($) | 280G Cutback ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary for Cause or Without Good Reason | — | — | — | N/A | — |
| Involuntary Without Cause or for Good Reason | $4,183,333 | $7,622,180 | $50,675 | N/A | $11,856,188 |
| Death | — | $7,622,180 | — | N/A | $7,622,180 |
| Disability | $2,369,891 | $7,622,180 | — | N/A | $9,992,071 |
| CIC Only (No Termination) | — | $7,622,180 | — | N/A | $7,622,180 |
| Involuntary Without Cause or for Good Reason in Connection with CIC | $4,183,333 | $7,622,180 | $50,675 | ($1,186,597) | $10,669,591 |
Note: The Company also maintains life insurance funding for death benefits (NEO amounts set by policy; Lee’s benefit $2.49M) .
Investment Implications
- Strong alignment: mandatory 3‑year post‑vesting holding, no dividends on unvested equity, anti‑hedging/pledging, and clawback reduce short‑term selling pressure and reinforce multi‑year incentives tied to ROIA and relative TSR .
- Rigorous performance gates: zero vesting on TSR awards in 2024 and ~70% forfeiture of performance RSUs underscore high hurdles; addition of absolute TSR modifiers further tightens pay‑for‑performance linkage .
- Retention economics: standard 2× severance framework with full equity vesting on qualifying separation and CoC grant‑level vesting supports retention while the 280G cutback limits excise exposure; estimated CIC scenario for Lee at ~$10.7M total indicates moderate golden‑parachute sensitivity .
- Company execution: fee growth (+60% to $99M), AUM expansion ($28B), debt reduction and asset stabilization achieved in 2024 drove above‑target metrics on the annual bonus grid, supporting Lee’s $1.81M bonus payout; however, longer‑term absolute TSR remains below $100 baseline, highlighting market/value‑creation risk embedded in equity awards .
- Governance support: say‑on‑pay approved at 89% and all Section 16 filings timely, signaling shareholder acceptance of compensation design and disclosure practices .