Michael Eisner
Kennedy-Wilson HoldingsAbout Michael Eisner
Michael Eisner (age 44) joined Kennedy-Wilson Holdings, Inc.’s Board on October 22, 2024 as an independent director; he is the controlling owner and managing partner of Eisner, LLP, a business law firm he founded in 1999. He holds a B.A. in Criminal Justice from the University of Nevada, Las Vegas, and a J.D. from Pepperdine University School of Law. Eisner serves in the classified board class scheduled to stand for election in 2026.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eisner, LLP | Controlling owner and Managing Partner | 1999–present | Full-service business law firm across real estate, finance, corporate law; significant cross-jurisdiction negotiation experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Eisner, LLP | Managing Partner | 1999–present | Founder and controlling owner; specializes in real estate, finance, corporate |
Board Governance
- Board class and term: Eisner is in the class to stand for election in 2026.
- Committee assignments: None.
- Independence: Board determined Eisner is independent under NYSE rules as of December 31, 2024.
- Attendance and engagement: In 2024 the Board held eight meetings; no director serving in 2024 attended fewer than 75% of Board and committee meetings except Mr. Boehly (Eisner met ≥75%). Executive sessions are held regularly and chaired by Lead Independent Director David A. Minella.
- Lead Independent Director: David A. Minella.
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Annual cash retainer (pro-rated for 2024 service) | $28,940 |
| Committee membership fees | None (no committee service) |
| Committee chair fees | None |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Director RSUs (pro-rated) | Oct 22, 2024 | 3,400 | $37,298 | 33% annually over 3 years; accelerated on change-in-control or upon retirement determination, or death/disability |
| Cumulative restricted stock/RSU grants since plan inception (through Apr 15, 2025) | Various | 22,500 | — | Aggregate count disclosed (value not provided) |
- 2024 director equity program: standard non-employee director RSU annual grant was 17,500 (pro-rated for partial-year service); Eisner’s 2024 award was pro-rated to 3,400 RSUs.
- Director equity award terms include a 3-year post-vesting holding requirement and acceleration in specified circumstances.
Other Directorships & Interlocks
| Company | Role | Committees |
|---|---|---|
| None disclosed | — | — |
No other public company directorships are disclosed for Eisner; primary external role is at Eisner, LLP.
Expertise & Qualifications
- Legal and financial acumen with extensive negotiations across jurisdictions; founder and managing partner of a full-service business law firm covering real estate, finance, and corporate law.
- Education: B.A. (UNLV), J.D. (Pepperdine).
Equity Ownership
| Holder | Shares Beneficially Owned (Apr 15, 2025) | % of Outstanding | RSUs Outstanding (Dec 31, 2024) | Ownership Guideline Status |
|---|---|---|---|---|
| Michael Eisner | 22,500 | <1% | 3,400 | Subject to grace period; directors must reach 3x annual cash retainer by end of the fifth anniversary; group compliance excludes newly appointed 2024 directors |
- Anti-hedging/anti-pledging: Company prohibits hedging and pledging; as of Dec 31, 2024 there were no existing pledges by executives (grandfathered exception for Minella only).
Governance Assessment
- Independence and attendance: Eisner is independent under NYSE standards and met attendance expectations for 2024 (≥75%). This supports board effectiveness.
- Committee workload: No committee assignments to date; governance impact will become clearer with future committee service or leadership roles.
- Ownership alignment: Holds 22,500 shares; has outstanding RSUs subject to multi-year vesting and holding; subject to director ownership guidelines grace period given late-2024 appointment.
- Compensation mix: Pro-rated cash plus time-vested equity with 3-year vest and mandatory holding period supports alignment with shareholder outcomes.
RED FLAGS
- Related party exposure: KW has engaged Eisner, LLP for certain legal matters; Chairman/CEO William McMorrow has also engaged Eisner, LLP personally. All related-party transactions are reviewed/approved by the Audit Committee and described as within Corporate Governance Guidelines thresholds; specific fee amounts for Eisner, LLP were not disclosed. This represents a perceived conflict risk that warrants ongoing monitoring (documentation of Audit Committee oversight mitigates risk).
Signals impacting investor confidence
- Strong director independence framework and regular executive sessions led by the Lead Independent Director support board oversight.
- Mandatory equity holding periods and anti-hedging/pledging policies enhance alignment and reduce risk.
Skipped: Insider trading tables, executive employment contracts, and specific perquisites—no Form 4 data provided in these filings; director per-meeting fees not disclosed.