Nadine Watt
Kennedy-Wilson HoldingsAbout Nadine I. Watt
Independent director at Kennedy-Wilson Holdings, Inc. since 2024; age 56 as of April 18, 2025 . CEO of Watt Companies, Inc. (since December 2019) and CEO of Watt Capital Partners (since June 2022), with a background in real estate development and investment across California and the western U.S. . Education: B.S. in Foreign Service (Georgetown University School of Foreign Service) and M.A. (USC School of Cinematic Arts) . Elected by the Board effective October 22, 2024 and determined independent under NYSE rules; KW’s proxy also notes an October 8, 2024 join date for pro-rata compensation purposes .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Watt Companies, Inc. | Chief Executive Officer | Dec 2019 – present | Leads commercial/residential real estate development and investment strategy |
| Watt Capital Partners | Chief Executive Officer | Jun 2022 – present | Spin-off leadership; capital partnerships and investments |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fisker Inc. (NYSE: FSRN) | Director; Chair, Compensation Committee | Oct 2020 – present | Oversees executive pay; governance experience on EV company board |
| 1st Century Bancshares, Inc. | Director | May 2008 – 2017 | Banking sector board service |
| The New Home Company Inc. | Director | 2009 – 2018 | Homebuilder governance experience |
| Los Angeles Business Council | Chair | 2015 – (Proxy indicates ongoing); previously served until 2022 per 8-K | Regional civic leadership; policy engagement |
Note: KW’s 2025 proxy states she “has served as Chair since 2015,” while the October 22, 2024 8‑K notes she “previously served as the Chair…until 2022.” This discrepancy should be clarified with the company .
Board Governance
- Independence: Board determined Nadine Watt to be independent under NYSE Section 303A.02 as of December 31, 2024 .
- Committee assignments: None at KW as of the 2025 proxy; she is not listed on KW board committees .
- Attendance: The Board met 8 times in 2024; no director attended fewer than 75% of board and applicable committee meetings, except Mr. Boehly (Watt met ≥75%) .
- Board structure: Classified board; Watt is in the class standing for election in 2027 .
- Executive sessions: KW holds regular executive sessions of non‑management directors; David A. Minella chairs those sessions .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual non‑employee director cash retainer | $150,000 | Standard annual cash retainer |
| Committee chair fees (policy) | $20,000 (Audit Chair); $10,000 (other committee Chairs) | Applies if serving as chair; Watt had no KW committee chair role in 2024 |
| 2024 cash actually paid (pro‑rated) | $28,940 | Pro‑rated for service starting October 2024 |
- Director compensation mix (2024 actual): Cash $28,940 vs. stock awards $37,298, total $66,238; equity comprised a majority of her 2024 compensation, supporting alignment with shareholders .
Performance Compensation
| Award Type | Shares/Units | Grant Date | Grant‑Date Fair Value | Vesting | Change‑in‑Control/Other Provisions |
|---|---|---|---|---|---|
| RSUs (annual director grant, pro‑rated) | 3,400 | Oct 22, 2024 | $37,298 | Vests in equal tranches over three years, subject to continued service | Acceleration upon change‑in‑control, death/disability; full vesting upon retirement under non‑employee director retirement policy |
Performance metrics: Director RSUs are time‑based; no performance metrics (e.g., TSR, EBITDA) are disclosed for non‑employee director equity awards .
Other Directorships & Interlocks
| Company | Relationship to KW | Potential Interlock/Conflict Notes |
|---|---|---|
| Fisker Inc. | None disclosed | Serves as Compensation Committee Chair at another public company; no KW transactional ties disclosed |
| 1st Century Bancshares; The New Home Company | None disclosed | Prior public board roles; no KW ties disclosed |
| Los Angeles Business Council | None disclosed | Civic role; no KW ties disclosed |
- KW’s “Certain Relationships and Related Transactions” section details relationships involving Eldridge/Fairfax/Cain/Eisner, but does not reference Watt Companies or transactions involving Nadine Watt, indicating no related‑party transactions disclosed involving her .
Expertise & Qualifications
- Real estate operating executive (CEO) with oversight of development and investment across the western U.S.; prior public board experience across banking and homebuilding sectors .
- Compensation governance expertise via chairing a public company compensation committee (Fisker Inc.) .
- Education in international affairs and media; broad network/leadership via Los Angeles Business Council .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (as of Apr 15, 2025) | 22,500 shares; less than 1% of outstanding |
| RSUs outstanding at Dec 31, 2024 (director table) | 3,400 RSUs |
| Ownership guidelines | Non‑employee directors must hold equity equal to 3x annual cash retainer; five‑year grace period to comply; as of Dec 31, 2024, new 2024 appointees (including Watt) remain within grace period |
| Pledging/Hedging policy | Company explicitly prohibits pledging and hedging of Company securities |
Governance Assessment
- Independence and attendance: Board affirmed independence; attendance met ≥75% threshold despite late‑year appointment—supportive of engagement and board effectiveness .
- Committee role: No KW committee assignments yet; governance influence at KW may be building, while external compensation chair experience (Fisker) suggests strong pay governance expertise that could be additive to KW’s Compensation Committee over time .
- Alignment: Pro‑rated RSU grant with multi‑year vesting and stringent stock ownership guidelines (3x retainer; anti‑pledging) reflect shareholder‑friendly alignment mechanisms; beneficial ownership of 22,500 shares adds skin‑in‑the‑game .
- Conflicts/related party: Proxy’s related‑party disclosures focus on Eldridge/Fairfax/Cain/Eisner LLP; no Watt Companies or Watt‑related transactions identified—no specific conflicts disclosed for Watt at KW .
- Near‑term governance dynamic: A go‑private proposal received Nov 4, 2025 led to formation of a Special Committee of independent directors; while membership isn’t disclosed, Watt’s independent status positions her as a potential participant; robust committee empowerment and independent advisors are governance positives if she is involved .
Fixed Compensation (Detail Table)
| Item | 2024 Amount | Notes |
|---|---|---|
| Annual Retainer (policy) | $150,000 | Standard for non‑employee directors |
| Audit Chair (policy) | $20,000 | Additional if serving as Audit Chair |
| Other Committee Chairs (policy) | $10,000 | Additional if serving as chair of other committees |
| Nadine Watt – Fees Earned (actual 2024) | $28,940 | Pro‑rated for October appointment |
Performance Compensation (Detail Table)
| Award | Shares | Grant Date | Fair Value | Vesting | Accelerations |
|---|---|---|---|---|---|
| RSUs (Director grant) | 3,400 | Oct 22, 2024 | $37,298 | 1/3 each year over 3 years | Change‑in‑control; death/disability; retirement policy full vesting |
Equity Ownership (Detail Table)
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Nadine I. Watt | 22,500 | <1% (based on 138,293,288 shares outstanding) |
RED FLAGS
- None disclosed specific to Nadine Watt: no related‑party transactions involving Watt Companies; compliance with Section 16(a) filings was timely for all directors; anti‑pledging policy in place .
- Data discrepancy to monitor: LA Business Council chair timeline differs between the 2025 proxy (since 2015) and Oct 2024 8‑K (previously served until 2022). Clarification advisable for accuracy .
Say‑on‑Pay & Shareholder Feedback (Context)
- KW reported 2024 say‑on‑pay support of 89% and continued compensation governance enhancements (e.g., increased director ownership guideline to 3x retainer; anti‑pledging) .
Committee Composition & Compensation Governance (Context)
- KW’s Nominating Committee oversees board composition; compensation governance policies include clawbacks and multi‑year holding periods; directors’ RSUs vest over three years with change‑in‑control acceleration—standard for director alignment without performance metrics .
Overall, Nadine Watt brings real‑estate operating and compensation governance expertise, is independent with appropriate alignment mechanisms, and has no disclosed conflicts at KW. As KW evaluates a potential take‑private, her independent status and external compensation chair experience could be valuable in Special Committee deliberations .