Matthew Windisch
Kennedy-Wilson HoldingsAbout Matthew Windisch
Matthew Windisch (45) is President of Kennedy-Wilson Holdings, Inc., serving since 2023 after joining the company in 2006 and serving as Executive Vice President from 2012–2023; he leads strategic planning, capital markets activities, and growth of KW’s investment management and credit platforms, with prior experience as an associate at JPMorgan Chase in investment banking, strategy, and risk management . He holds a B.B.A. in Finance and Accounting from Emory University and an M.B.A. from UCLA Anderson . Company performance context in 2024: cumulative TSR value of a $100 investment fell to $59.34 (5-year window), net income was –$33.7 million, and ROIA registered 5.83% . KW’s platform scaled to $28.0B AUM, $8.8B fee-bearing capital, and investment management fees grew 60% to $99 million in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kennedy-Wilson Holdings, Inc. | Executive Vice President | 2012–2023 | Led strategic planning, public/private capital markets, third-party capital raising; grew investment management and credit platform . |
| Kennedy-Wilson Holdings, Inc. | Various roles post-joining | 2006–2012 | Advanced through leadership roles contributing to global real estate investment growth . |
| JPMorgan Chase | Associate (Investment Banking, Strategy, Risk) | Pre-2006 | Built capital markets and risk skillset applicable to KW’s financing and platform expansion . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | None disclosed in proxy | — | No current external directorships or committee roles disclosed for Windisch . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $800,000 | $850,769 | $1,000,000 |
| Target Bonus (% of Salary) | 200% | 200% | 200% |
| Actual Annual Cash Bonus ($) | $1,800,000 | $1,482,000 | $2,640,000 |
| All Other Compensation ($) | $6,000 | $6,000 | $6,000 |
Notes:
- 2024 annual bonus program weights: Investment management fee growth (25%), Cash from asset sales (25%), Unsecured debt reduction (15%), Asset stabilizations (15%), Other corporate/individual factors (20%), with rigorous thresholds/targets/max levels .
- Perquisites: The Board requires the CEO and President to use private aircraft for business and personal purposes (personal use capped at 125 flight hours per year per executive; imputed taxable income; no tax gross-up) .
Performance Compensation
Annual Bonus Plan – 2024 Metrics and Results (Company-level attainment)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout Level |
|---|---|---|---|---|---|---|
| Investment Management Fee Growth (ex. promote) | 25% | 25.0% | 35.0% | 45.0% | 53.7% | Above Max |
| Cash from Asset Sales | 25% | $350M | $500M | $650M | $562.4M | Above Target |
| Unsecured Debt Reduction | 15% | ($150M) | ($250M) | ($350M) | ($307.3M) | Above Target |
| Asset Stabilizations (Estimated Annual NOI) | 15% | $15M | $20M | $25M | $28.5M | Above Max |
| Other Corporate/Individual Factors | 20% | Qualitative | Qualitative | Qualitative | Below Target for CEO; varies by NEO | NEO-specific |
Windisch’s 2024 annual bonus paid was $2,640,000, within the Compensation Committee’s NEO payout range of 113%–133% of target (his target was 200% of salary) .
2024 Long-Term Incentive Grants (Feb 16, 2024)
| Award Type | Shares at Target | Vesting | Performance Hurdles | Absolute TSR Modifier | Post-vesting Holding |
|---|---|---|---|---|---|
| Relative TSR RSU | 213,887 | Cliff vest after 3 years (through 12/31/2026) | MSCI World Real Estate (GICS 1) Net TR Index: +1200 bps=100%, 0 bps=50%, –1200 bps=25% | Max reduced to 75% unless ≥20% absolute TSR over period | 3 years |
| ROIA RSU | 213,887 | 1/3 annually for FY 2024–2026 | ROIA: 5.6%=100%, 5.2%=50%, 4.8%=25% | Max reduced to 75% unless absolute TSR ≥7%/14%/21% for 2024/2025/2026 | 3 years |
| Retentive RSU | 213,887 | 1/3 on 2/16/2025, 2/16/2026, 2/16/2027 | Service-based | N/A | 3 years |
| Total Grant-Date Fair Value | $5,708,644 | — | — | — | — |
Program rigor: Only ~30% of performance-based RSUs eligible to vest for 2024 were earned across NEOs; relative TSR earned 0% for 2024 period; ROIA RSUs earned at 100% for FY2024; ROE RSUs (older grants) earned ~39.6% . Company maintains no dividends on unvested awards and a mandatory 3-year holding period post-vesting .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (Shares) | 1,653,668 |
| Ownership % of Outstanding | ~1.0% (of 138,293,288 shares) |
| Stock Ownership Guideline | 4x base salary (President) |
| Compliance Status (as of 12/31/2024) | Yes |
| Anti-hedging / Anti-pledging | Prohibits hedging and pledging; no executive pledges outstanding as of 12/31/2024 |
| RSUs Vested in 2024 (Shares, Value) | 60,823; $680,609 (gross before tax withholding) |
Outstanding equity awards (as of 12/31/2024):
| Award (Grant Date) | Unvested Shares | Unearned Performance Shares | Market/Payout Values (Dec 31, 2024) |
|---|---|---|---|
| 2022 Retentive RSU (1/20/2022) | 17,514 | — | $174,965 |
| 2022 ROE RSU (1/20/2022) | — | 35,024 | $349,890 |
| 2022 Relative TSR RSU (1/20/2022) | — | 52,537 | $524,845 |
| 2023 Retentive RSU (1/19/2023) | 43,094 | — | $430,509 |
| 2023 ROE RSU (1/19/2023) | — | 64,641 | $861,018 |
| 2023 Relative TSR RSU (1/19/2023) | — | 64,641 | $645,764 |
| 2024 Retentive RSU (2/16/2024) | 213,887 | — | $2,136,731 |
| 2024 ROIA RSU (2/16/2024) | — | 427,773 | $4,273,452 |
| 2024 Relative TSR RSU (2/16/2024) | — | 106,944 | $1,068,366 |
Employment Terms
| Term | Detail |
|---|---|
| Role and Tenure | President since 2023; joined KW in 2006 |
| Employment Agreement | Expires Sept 29, 2026; base salary $1,000,000; eligible for annual bonus and equity awards; benefits consistent with officers |
| Severance (Without Cause/Good Reason) | Cash severance $5,521,333; equity acceleration $18,393,398; continued benefits $50,675; total $23,965,406 (as of 12/31/2024) |
| Death/Disability Benefits | Cash $3,225,613 (disability) and equity acceleration $18,393,398; total $21,619,011 (disability); life insurance benefit for death: $4.48 million |
| Change-in-Control (CIC) | CIC-only equity acceleration $18,393,398; CIC with termination total $23,965,406; 280G cutback not shown for Windisch (N/A) |
| Equity Awards on CIC | Unvested RSUs vest at target upon CIC, subject to employment through CIC |
| Clawback | Amended & Restated Compensation Recovery Policy compliant with SEC/NYSE; recovers excess incentive-based compensation upon restatement |
| Ownership / Trading Policies | 3-year post-vesting hold; strict anti-hedging and anti-pledging; insider trading policy in place |
| Aircraft Use Policy | Required private aircraft use for CEO and President; personal use capped; imputed income; no tax gross-ups |
Multi-year Compensation (Summary for Windisch)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $800,000 | $850,769 | $1,000,000 |
| Stock Awards ($) | $5,375,084 | $4,729,773 | $5,708,644 |
| Non-Equity Incentive ($) | $1,800,000 | $1,482,000 | $2,640,000 |
| All Other ($) | $6,000 | $6,000 | $6,000 |
| Total ($) | $7,981,084 | $7,068,542 | $9,354,644 |
Compensation Structure Analysis
- 85% of NEO compensation is variable and at risk; majority in equity with mandatory three-year post-vesting hold, adding alignment and retention .
- 2024 program tightened by adding absolute TSR caps to both ROIA and relative TSR awards; ~70% of performance RSUs eligible in 2024 were forfeited, evidencing award rigor .
- Annual bonus metrics shifted to emphasize investment management growth, asset recycling, unsecured debt reduction, and asset stabilization, consistent with strategic priorities; say‑on‑pay approval remained strong at 89% in 2024 .
Risk Indicators & Red Flags
- Pledging and hedging prohibited; no executive pledging as of year-end 2024, reducing alignment risk .
- Equity acceleration upon CIC (single-trigger at target for RSUs) may create retention/timing risks; however legacy “modified single trigger” good reason on CIC was eliminated in 2020–2023 .
- Required private aircraft use for President imposes cost optics but is disclosed with no tax gross-ups; personal use capped and imputed for taxes .
Say-on-Pay & Peer Group
- Say-on-pay approval: 89% of votes cast supported 2024 compensation .
- Peer group reviewed and refined to reflect growth in investment management platform, including OWL, BRDG, DBRG, LADR, REXR, among others, with selection criteria across AUM, strategic capital, development, global operations, and LA-based talent competition .
Investment Implications
- Strong alignment: Large equity mix with rigorous hurdles and three-year post-vesting holding, anti-pledging/hedging, and ownership guidelines (Windisch at ~1.0% ownership and compliant with 4x salary guideline) support long-term value alignment .
- Retention and payout pressure: CIC acceleration of RSUs at target and substantial severance plus equity acceleration ($23.97M in CIC+termination scenario) may incentivize continuity but could represent payout risk if a transaction occurs without sustained performance improvement .
- Near-term performance focus: 2024 bonus emphasis on fee growth, asset sales, debt reduction, and stabilizations aligns with deleveraging and platform scale; Windisch’s bonus at $2.64M reflects execution against these levers amidst negative GAAP net income and subpar TSR, reinforcing operational delivery over stock price in the short term .
- Equity over options: KW does not grant stock options, favoring RSUs with performance gates; reduces repricing risk and aligns payouts to measurable outcomes (ROIA, TSR) .