Justin Enbody
Kennedy-Wilson HoldingsAbout Justin Enbody
Justin Enbody, age 44, is Chief Financial Officer of Kennedy-Wilson Holdings, Inc. and has held the CFO role since 2012 after joining the company in September 2009 as Controller; earlier roles include Vice President at RAFS Inc. and Senior Associate at KPMG LLP. He holds a B.A. from the University of California, Santa Barbara, and serves as a trustee for the Greater Los Angeles Zoo Association . Under the executive team in 2024, KW reported record $28.0B real estate AUM, $8.8B fee-bearing capital, and 60% YoY growth in investment management fees to $99M, alongside $571M cash generated from asset sales/recaps/loan repayments and $29M of NOI from developments; however, relative TSR awards did not earn for 2024, and ~70% of performance-based RSUs eligible to vest were forfeited, reflecting rigorous performance hurdles .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Kennedy-Wilson Holdings, Inc. | Controller | 2009–2012 | Served as the Company’s Controller prior to becoming CFO |
| RAFS Inc. (independent financial consulting) | Vice President | 2004–2009 | Financial consulting experience at an independent financial consulting company |
| KPMG LLP | Senior Associate | Prior to 2004 | Audit/assurance background (senior associate) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Greater Los Angeles Zoo Association | Trustee | Not disclosed | Non-profit trustee role |
Fixed Compensation
Multi-year reported compensation (NEO Summary Compensation Table):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $700,000 | $725,384 | $800,000 |
| Stock Awards (grant-date fair value) | $3,123,988 | $2,748,928 | $2,854,335 |
| Non-Equity Incentive Plan Compensation (Annual Cash Bonus) | $1,312,500 | $988,000 | $1,810,000 |
| All Other Compensation | $6,000 | $6,000 | $6,000 |
| Total | $5,142,488 | $4,468,312 | $5,470,335 |
2024 cash bonus opportunity design (as % of base salary):
| Executive | Threshold | Target | Maximum |
|---|---|---|---|
| Justin Enbody | 82.5% | 165% | 250% |
Actual 2024 cash bonus paid: $1,810,000 .
Performance Compensation
2024 annual cash bonus metrics and attainment:
| Performance metric (Weight) | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|
| Growth in Investment Management Fees (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 (15%) | $15M | $20M | $25M | $28.5M |
| Other Key Corporate Performance Factors (20%) | Qualitative | Qualitative | Qualitative | Below target for CEO; varies by NEO |
2024 long-term equity awards (granted Feb 16, 2024):
| Award type | Shares at target | Vesting/holding | Hurdles / modifiers | Grant-date info |
|---|---|---|---|---|
| Relative TSR RSUs | 106,944 | Cliff vest after 3 years; additional 3-year post-vesting holding | Payout vs MSCI World Real Estate (GICS 1) NTR Index: +1200 bps=100%, 0 bps=50%, −1200 bps=25%; max payout capped at 75% if absolute TSR < 20% | Included in total 2024 equity grant fair value $2,854,335 |
| ROIA RSUs | 106,944 | 1/3 vest annually 2024–2026; additional 3-year post-vesting holding | Hurdles each year: 4.8% (25%), 5.2% (50%), 5.6% (100%); max capped at 75% if absolute TSR < 7%/14%/21% cumulative through 2024/2025/2026 | Included in total 2024 equity grant fair value $2,854,335 |
| Retentive RSUs | 106,944 | 1/3 vest on 2/16/2025, 2/16/2026, 2/16/2027; additional 3-year post-vesting holding | Service-based | Included in total 2024 equity grant fair value $2,854,335 |
2024 vesting outcomes across programs:
- Relative TSR RSUs: 0% earned for awards measured through 12/31/2024 .
- ROIA RSUs: 100% earned for 2024 tranche .
- Legacy ROE RSUs (from prior years): 39.6% earned for 2024 tranche .
- Overall, approximately 70% of performance-based RSUs eligible to vest in 2024 were forfeited, evidencing rigorous hurdles .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 884,180 shares; less than 1% of outstanding common stock as of 4/15/2025 |
| Stock ownership guidelines | CFO requirement: 3x base salary; status as of 12/31/2024: Yes (in compliance) |
| Anti-hedging/pledging | Company prohibits hedging and pledging; as of 12/31/2024 no existing pledges by executives (grandfathered pledge noted for a director; none indicated for Enbody) |
| Options | Company did not grant options/SARs in 2024; none indicated for Enbody |
| Vested vs. unvested (illustrative 2024 grants) | 2024 grants at target: Relative TSR 106,944; ROIA 106,944; Retentive 106,944; subject to vesting schedules and 3-year holding |
| Outstanding awards detail (as of 12/31/2024) | See Outstanding Equity Awards table for counts and values by grant date (includes 2022, 2023, 2024 awards) |
Outstanding equity awards (as of 12/31/2024) — Enbody (selected lines):
- 01/20/2022: 10,179 shares not vested; 20,357 and 30,535 unearned shares under performance awards (values reported at 12/31/2024 closing price) .
- 01/19/2023: 25,046 shares not vested; 50,590 and 37,569 unearned shares under performance awards .
- 02/16/2024: 106,944 shares not vested; 213,887 and 53,472 unearned shares under performance awards (reporting at threshold conventions per footnotes) .
Employment Terms
Key terms (Employment Agreement dated September 29, 2023):
- Term: Through September 29, 2026; position Senior Executive Vice President, Chief Financial Officer .
- Base salary: $800,000; annual bonus eligibility and equity eligibility as approved by Compensation Committee .
- Non-compete: In effect during the employment term; Non-solicitation of employees for 12 months post-termination; non-solicit of customers during term .
- Equity acceleration: Upon a Change of Control, all unvested RSUs vest in full at target as of the CoC date (single-trigger equity vesting), subject to continued employment through immediately prior to CoC .
- Clawback: Company-wide Amended and Restated Compensation Recovery Policy compliant with SEC/NYSE applies to incentive-based compensation .
- Benefits/perquisites: Standard executive benefits; 401(k) company match (Enbody $6,000 in 2024) ; no option grants .
- Anti-hedging/anti-pledging: Prohibitions in force (no pledges reported for Enbody) .
Severance and change-in-control economics (as of 12/31/2024):
| Scenario | Cash severance | Equity acceleration | Continued benefits (COBRA) | 280G cutback | Total |
|---|---|---|---|---|---|
| Involuntary Without Cause or for Good Reason | $4,167,000 | $9,822,717 | $50,675 | N/A | $14,040,392 |
| Death | — | $9,822,717 | — | N/A | $9,822,717 |
| Disability | $2,382,891 | $9,822,717 | — | N/A | $12,205,608 |
| Change-in-Control only (no termination) | — | $9,822,717 | — | N/A | $9,822,717 |
| Involuntary Without Cause or for Good Reason in connection with CoC | $4,167,000 | $9,822,717 | $50,675 | N/A | $14,040,392 |
Additional death/disability feature: Company-purchased life insurance satisfies death benefit obligations; Enbody policy amount: $3.98 million .
Performance & Track Record
- 2024 platform outcomes include record AUM ($28.0B), fee-bearing capital ($8.8B), and 60% YoY fee growth to $99M; $4.3B capital deployed/committed; $571M cash generated from asset sales/recaps/repayments; $29M NOI added from completed developments .
- Compensation program rigor: 2024 relative TSR awards earned 0%; ROIA awards earned 100%; legacy ROE awards 39.6%; ~70% of performance-based RSUs eligible to vest in 2024 were forfeited .
- Say-on-pay support remained high at 89% in 2024 .
Compensation Structure Analysis
- High at-risk mix and equity-heavy design: 85% of NEO compensation is variable and equity awards are subject to 3-year post-vesting holding, enhancing alignment and reducing near-term selling pressure .
- Shift in performance metrics: 2024 replaced ROE with ROIA and added absolute TSR caps to ROIA and relative TSR awards, tightening pay-for-performance .
- No options and no repricing: Company does not grant options/SARs; awards rely on RSUs with rigorous hurdles .
- Ownership discipline: CFO guideline 3x salary; compliance achieved as of 12/31/2024; anti-hedging and anti-pledging in force .
Investment Implications
- Alignment and retention: Mandatory three-year post-vesting holding across RSUs, guideline compliance, and prohibition on hedging/pledging indicate strong alignment and low near-term selling pressure from upcoming vesting (retentive tranches vest 2025–2027 with hold to 2028–2030 unless CoC) .
- Incentive rigor: 2024 outcomes (0% relative TSR vesting; ~70% PB RSU forfeiture) suggest payout sensitivity to market-relative returns; bonus metrics tied to fee growth, deleveraging, and asset recycling incentivize strategic priorities (IM platform and balance sheet) .
- Change-in-control risk/reward: Single-trigger equity acceleration on CoC is shareholder-sensitive; cash severance equals 2x average comp (plus full equity vesting), representing moderate parachute size for a CFO; no 280G gross-up (cutback mechanism applies companywide) .
- Ownership scale: Beneficial stake <1% limits absolute insider exposure, but structural ownership requirements and multi-year holds partially substitute for low raw ownership percentage .