Michael Pegler
Kennedy-Wilson HoldingsAbout Michael Pegler
Michael Pegler (age 49) is President, Kennedy Wilson Europe (since 2023), overseeing all European operations; he joined Kennedy Wilson in 2013 after roles as a Managing Director in Blackstone’s real estate group and earlier as an associate at Deloitte UK. He holds a B.A. (Honours) in Economics and Politics from the University of Sheffield and is a member of the Institute of Chartered Accountants in England and Wales . Under the leadership team including Pegler, company-level 2024 performance included record AUM of $28.0B, fee-bearing capital of $8.8B, and 60% YoY growth in investment management fees to $99M; estimated annual NOI reached ~$467M at 12/31/24 . Over the 5-year period ended 12/31/24, Kennedy Wilson’s cumulative TSR translated to $59.34 on a $100 base (MSCI World Real Estate (GICS 1) is the comparator for relative TSR) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Kennedy Wilson | President, Kennedy Wilson Europe | 2023–present | Oversees all aspects of European business operations |
| Kennedy Wilson | Head of UK Business | 2019–2023 | Led UK market execution and portfolio initiatives |
| Kennedy Wilson | Head of Asset Management, Europe | 2013–2019 | Ran European asset management across asset types |
| The Blackstone Group | Managing Director, Real Estate Group | Pre-2013 | Worked on opportunistic funds and investments across Europe, with UK focus |
| Deloitte UK | Associate | Pre-2013 | Early career in audit/advisory |
External Roles
None disclosed for public company directorships or committee roles .
Fixed Compensation
| Component | 2024 detail |
|---|---|
| Base salary | $750,938 (GBP-denominated and converted at £0.7990=$1 on 12/31/24) |
| Annual cash bonus opportunity | Threshold 75% of salary; Target 150%; Max 225% |
| 2024 actual cash bonus paid | $1,527,188 |
| 2024 total compensation (SEC SCT) | $3,866,080 (includes stock awards fair value and other comp) |
Performance Compensation
2024 annual bonus program (company-wide metrics and actuals)
| Metric (weight) | Threshold | Target | Maximum | 2024 Actual |
|---|---|---|---|---|
| Growth in Investment Management Fees excl. carry (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/individual factors (20%) | Qualitative | Qualitative | Qualitative | Below target for CEO; varies by NEO |
Committee determined NEO payouts (ex-CEO) ranged from 113%–133% of target; Pegler received $1,527,188 for 2024 .
2024 equity awards (granted Feb 16, 2024)
| Award type | Shares at target | Vesting / performance | Key modifiers |
|---|---|---|---|
| Relative TSR RSUs | 57,585 | Cliff vest after 3-year period ending 12/31/2026 vs MSCI World Real Estate (GICS 1); Threshold -1,200 bps (25%), Target +0 bps (50%), Max +1,200 bps (100%); continued employment required | |
| ROIA Performance RSUs | 57,585 | One-third vests after each fiscal year 2024/2025/2026 if ROIA ≥ thresholds: 4.8% (25%), 5.2% (50%), 5.6% (100%); continued employment required | |
| Retentive (time-based) RSUs | 57,585 | One-third on 2/16/2025, 2/16/2026, 2/16/2027; 3-year post-vesting hold |
- Absolute TSR modifiers: for TSR RSUs, if absolute TSR < 20% over the 3-year period, maximum payout reduced to 75% . For ROIA RSUs, max payout reduced to 75% unless absolute TSR hurdles of 7% by 12/31/2024, 14% by 12/31/2025, 21% by 12/31/2026 are met .
- 2024 performance outcomes (program-wide): 0% earned on relative TSR RSUs for the 2022–2024 cycle; 100% earned on 2024 ROIA; overall, ~70% of performance-based RSUs eligible to vest in 2024 were forfeited (rigorous hurdles) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common) | 184,149 shares; <1% of outstanding |
| Unvested time-based RSUs (12/31/24) | 57,585 units; $575,274 MV at $9.99 |
| Unearned performance RSUs – ROIA (threshold basis) | 115,170 units; $1,150,548 MV at $9.99 |
| Unearned performance RSUs – Relative TSR (threshold basis) | 28,793 units; $287,637 MV at $9.99 |
| Post-vesting holding requirement | 3 years for all RSU shares |
| Ownership guidelines | Executive officers required multiples; as of 12/31/24 executives were in compliance (subject to grace for certain new appointees) |
| Hedging/pledging | Company prohibits hedging and pledging; as of 12/31/24, no existing pledges by executives |
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Runs through September 29, 2026; base salary set at $725,000 in agreement (salary subsequently reported at $750,938 in 2024 due to FX conversion of GBP designation) |
| Bonus & equity eligibility | Annual bonus and equity awards at Compensation Committee discretion |
| Severance – Involuntary without Cause or Good Reason | Cash severance $3,960,800; equity acceleration (at max assumption) $2,876,371; continued benefits $7,832; total illustrative $6,845,003 (based on 12/31/24 stock price $9.99) |
| Death benefit & treatment | Company-purchased life insurance policy of $9.8M; equity continues/accelerates per plan |
| Disability | Cash $2,214,120; equity acceleration $2,876,371; total illustrative $5,090,491 |
| Change-in-Control (CIC) – Equity | Single-trigger: all unvested RSUs vest at target upon CIC, subject to continued employment until immediately prior to CIC |
| Clawback | Amended and Restated Compensation Recovery Policy compliant with SEC/NYSE; applies to incentive compensation |
| Good Reason – location | Includes instruction to work full-time at a location not acceptable to the executive other than London offices (for Pegler) or defined HQ exceptions |
Performance & Track Record
- Company achievements in 2024: record $28.0B AUM, $8.8B fee-bearing capital, 60% YoY growth in investment management fees to $99M; $571M cash generated from asset sales/recaps/loan repayments; ~$467M estimated annual NOI at 12/31/24 .
- Governance support: Say-on-Pay received ~89% approval in 2024 .
- Pay-versus-performance context: cumulative company TSR over 2019–2024 equated to $59.34 on a $100 base; relative TSR is measured vs MSCI World Real Estate (GICS 1) for performance awards .
Compensation Structure Analysis
- Cash vs equity mix: Long-term equity RSUs are the largest component of NEO pay; all RSU shares are subject to a 3-year post-vesting hold, enhancing alignment and tempering near-term selling pressure .
- Shift to ROIA metric: In 2024, ROE awards were replaced with ROIA performance RSUs, paired with absolute TSR caps, raising performance difficulty; 70% of performance RSUs eligible to vest in 2024 were forfeited, reinforcing rigor .
- CIC terms: Single-trigger equity acceleration upon CIC (vest at target) is a shareholder-alignment risk factor vs best practice double-trigger .
- Policies: Prohibitions on hedging/pledging, robust clawback, and ownership guidelines (compliance as of 12/31/24) are positives .
Related Party / Governance Notes
- No pledging by executives as of 12/31/24 (board policy) .
- Company-level related party transactions involve other directors/stockholders (Eldridge/Fairfax); none specific to Pegler disclosed .
Investment Implications
- Alignment and retention: High equity weighting with 3-year post-vesting hold and ongoing performance RSUs indicates strong alignment; scheduled vesting dates (Feb 2025/26/27) are mitigated by mandatory holding, limiting near-term selling pressure .
- Execution incentives: ROIA and relative TSR constructs (with absolute TSR caps) tie upside to cash-flow efficiency and stock performance; 2024 outcomes (ROIA earned, TSR forfeited) show payout symmetry and hurdle rigor .
- Severance/CIC risk: Cash severance potential (~$4.0M) plus single-trigger equity vesting upon CIC could be value-dilutive in a sale; monitor for governance engagement and potential refinement (double-trigger) .
- Company performance context: With 5-year TSR below par and 2024 fee/AUM growth strong, the pay program’s design has begun to constrain realized outcomes (70% PBRSU forfeitures), which can be a positive for investors prioritizing pay-for-performance .