Richard Boucher
Kennedy-Wilson HoldingsAbout Richard Boucher
Richard Boucher (age 66) is an independent director of Kennedy-Wilson Holdings, Inc. since 2018 and currently chairs the Capital Markets Committee and the ESG Committee. He is the former Group Chief Executive Officer of Bank of Ireland (2009–2017) and brings deep European banking and capital markets expertise; he holds a B.A. (Mod) in Economics from Trinity College Dublin .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of Ireland Group | Group Chief Executive Officer & Executive Director | Feb 2009–Oct 2017 | Led the group through post-crisis period (role and dates disclosed) |
| Bank of Ireland Group | Chief Executive, Retail Financial Services Ireland; Chief Executive, Corporate Banking | 2004–2009 (within BOI tenure) | Senior leadership in retail and corporate banking |
| Royal Bank of Scotland | Regional Managing Director, Corporate Banking (London & SE England) | Prior to 2004 | Regional corporate banking leadership |
| Atlas Mara plc (LSE: ATMA) | Non-Executive Director | 2017–May 2019 | Chair, Remuneration Committee; Member, Risk & Audit Committees |
External Roles
| Organization | Role | Tenure | Committees/Responsibilities |
|---|---|---|---|
| CRH plc (LSE: CRH) | Director; Chairman of the Board | Director since 2018; Chairman since Jan 2020 | Member, Remuneration, Risk, and Acquisition Committees |
| Eurobank Ergasia SA (Athens: EUROB) | Non-Executive Director | Since 2017 | Chair, Risk Committee; Member, Audit Committee |
| ClonBio Group Limited | Director; Chairman | Director since Oct 2020; Chairman since Apr 2021 | Board leadership at renewable energy company |
Board Governance
- Committee assignments: Chair, Capital Markets Committee; Chair, ESG Committee .
- Committee activity: Capital Markets Committee met 3 times in 2024; ESG Committee met 3 times in 2024 .
- Independence: Board determined Boucher is independent under NYSE Section 303A.02 .
- Attendance: Board held 8 meetings in 2024; all directors met the 75% attendance threshold except Mr. Boehly—Boucher met or exceeded 75% .
- Lead Independent Director: David A. Minella; executive sessions of non-management directors held regularly .
- Committee remits relevant to chair roles: Capital Markets Committee oversees capital markets, M&A, and acts as pricing/transaction committee; ESG Committee oversees ESG strategy, reporting, human capital (with Compensation), and ESG risk (with Audit) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $150,000 | Standard for non-employee directors |
| Committee chair fees | $20,000 | $10,000 per chair role (Capital Markets and ESG) |
| Total cash fees | $170,000 | Sum of retainer and chair fees |
| Annual equity grant (RSUs) | 17,500 RSUs | Annual RSU grant for directors, vest over 3 years |
| Stock awards (grant date fair value) | $177,275 | ASC 718 fair value for 2024 director RSU grant |
| Meeting fees | None disclosed | No per-meeting fees disclosed |
- Vesting and acceleration: Director RSUs vest 33% annually over three years; accelerated vesting upon change in control or retirement as determined by the Board; full vesting upon death or disability .
- Director retirement policy: Upon retirement, then-outstanding equity awards vest in full .
Performance Compensation
Directors do not receive performance-based bonuses or options. Equity compensation is time-based RSUs with the following terms:
| Award Type | Vesting Schedule | Performance Metrics | Change-of-Control / Retirement |
|---|---|---|---|
| Director RSUs | 33% annually over three years | None (time-based only) | Accelerated vesting upon change in control; full vesting upon retirement/death/disability |
Other Directorships & Interlocks
| Company | Relationship to KW | Potential Interlock/Conflict |
|---|---|---|
| CRH plc | External chair; building materials | No KW-related transactions disclosed |
| Eurobank Ergasia SA | External director; banking | No KW-related transactions disclosed |
| ClonBio Group Limited | External chair; renewable energy | No KW-related transactions disclosed |
| Atlas Mara plc | Former external director (ended 2019) | No KW-related transactions disclosed |
- Related-party transactions disclosed in the proxy involve Eldridge (Mr. Boehly), Fairfax (Mr. Burton), Zonda (Mr. Meyers), and Eisner LLP (Mr. Eisner), not Boucher—no related-party transactions involving Boucher are disclosed .
Expertise & Qualifications
- Former CEO of Bank of Ireland with senior roles across retail and corporate banking; prior senior role at RBS in UK corporate banking .
- Chairs CRH; risk and audit oversight experience at Eurobank; broad capital markets and European transaction expertise .
- Education: B.A. (Mod) in Economics, Trinity College Dublin .
Equity Ownership
| Item | Detail |
|---|---|
| RSUs outstanding (Dec 31, 2024) | 27,333 RSUs |
| Stock ownership guidelines | Directors required to hold equity = 3x annual cash retainer |
| Compliance status | As of Dec 31, 2024, non-employee directors were in compliance except certain newly appointed directors still within grace period; Boucher is in compliance |
| Hedging/pledging | Company prohibits hedging and pledging; policies apply to directors and employees |
- Section 16 compliance: Company reports all officers, directors, and >10% holders met Section 16(a) filing requirements in 2024 .
Governance Assessment
- Board effectiveness: Boucher’s dual chair roles (Capital Markets and ESG) signal strong governance influence over capital allocation, financing strategy, and ESG oversight—areas material to investor confidence in a capital-intensive, multi-platform real estate manager .
- Independence and attendance: Independent under NYSE rules with adequate attendance in 2024; supports robust oversight .
- Alignment: Director equity grants with three-year vesting and ownership guidelines (3x retainer) create ongoing alignment; accelerated vesting only under defined events; anti-hedging/anti-pledging policies add discipline .
- Conflicts/red flags: No related-party transactions involving Boucher disclosed; no pledging noted; Section 16 compliance met—no disclosed red flags tied to Boucher .
- Broader signals: High say-on-pay support (89%) and active committee work suggest constructive governance environment, though say-on-pay is executive-focused, not director-specific .
RED FLAGS: None disclosed for Boucher regarding related-party transactions, attendance shortfalls, pledging, or compensation anomalies .
Investor implications: Boucher’s capital markets and ESG leadership, combined with external chairmanships and risk committee roles, indicate a focus on financing discipline, risk oversight, and sustainability—key to multi-asset platform resilience. Lack of disclosed conflicts supports investor confidence in independence and oversight rigor .