Sanaz Zaimi
Kennedy-Wilson HoldingsAbout Sanaz Zaimi
Age 55; independent director at Kennedy‑Wilson since 2018. Former Head of Global FICC Sales at Bank of America Merrill Lynch, CEO of BofA Securities Europe S.A., and Country Executive for France through end‑2021; previously a partner at Goldman Sachs with roles at Deutsche Bank and Smith Barney. Education: degree in Economy & Finance and M.Phil in Finance from Paris‑Sorbonne University. Selected for KW’s board for deep global capital markets and European transaction expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America Merrill Lynch | Head of Global FICC Sales; CEO BofA Securities Europe S.A.; Country Executive for France | 2010–2021 | Member, Bank of America Management Committee and Operating Committee; GBAM Management Committee; GBAM Global Reputation Risk Committee; Global ESG Committee |
| Merrill Lynch International (MLI) | Executive Director | Not disclosed | Board service noted |
| Goldman Sachs | Partner | Prior to 2010 | Not disclosed |
| Deutsche Bank | Various roles | Not disclosed | Not disclosed |
| Smith Barney | Various roles | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FICC Market Standards Board (FMSB) | Founding member | Until May 2017 | Industry standards governance |
| Philanthropic initiatives | Supporter focused on women and children | Ongoing | Philanthropy noted |
Board Governance
- Committee memberships: ESG Committee member (2023–2024) and Nominating Committee member (joined October 2024) .
- Independence: Board determined Zaimi is independent under NYSE rules (Section 303A.02) as of Dec 31, 2024 .
- Attendance and engagement: In 2024 the Board held eight meetings; all directors met ≥75% attendance except Todd Boehly, implying Zaimi met the ≥75% threshold. ESG Committee met three times and Nominating Committee met four times in 2024 .
- Board structure: Classified board; Zaimi’s class stands for election in 2026. Lead Independent Director chairs executive sessions (David A. Minella) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (2024) | $150,000 | Standard non‑employee director retainer |
| Committee chair fees | $0 | Audit chair $20,000; other committee chairs $10,000; Zaimi is not a chair |
| Meeting fees | Not disclosed | No meeting fees disclosed |
| Total cash (2024) | $150,000 | As reported |
Performance Compensation
| Equity Component | Grant | Grant-Date Fair Value | Vesting/Terms |
|---|---|---|---|
| RSUs (annual director grant, 2024) | 17,500 RSUs | $177,275 | 33% per year over 3 years; acceleration on change in control or upon retirement, death, disability under plan/director retirement policy |
| RSUs outstanding (12/31/2024) | 27,333 units (aggregate outstanding RSUs/shares) | — | Time‑based vesting continues; director retirement policy vests unvested awards at retirement |
Other Directorships & Interlocks
- Independence review considered Zaimi’s prior role at BofAML, which provides credit and other services to KW and advised KW on the KWE acquisition; Board concluded relationships were within Corporate Governance Guideline thresholds, maintaining independence .
- Related‑party oversight: Audit Committee reviews and approves related‑party transactions ≥$120,000 with directors/executives/≥5% holders, including banking relationships; the company affirms compliance with policies .
Expertise & Qualifications
- 20+ years in global markets, fixed income, currencies and commodities; senior leadership across EU broker‑dealer operations and ESG governance .
- European transaction experience and capital markets expertise align to KW’s global investment and capital markets activities .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 98,957 shares; <1% of outstanding common stock (138,293,288 shares outstanding as of 4/15/2025) |
| RSUs/shares outstanding at 12/31/2024 | 27,333 units/shares |
| Director ownership guideline | 3x annual cash retainer; compliance “Yes” as of 12/31/2024 (excluding certain new directors) |
| Hedging/pledging | Company prohibits hedging and pledging; no existing pledges by executives as of 12/31/2024 |
Governance Assessment
- Strengths: Independent status under NYSE rules; active roles on ESG and Nominating committees; ≥75% Board attendance; strong stock ownership alignment via director RSUs and ownership guidelines; anti‑hedging/anti‑pledging and clawback policies; regular executive sessions led by a Lead Independent Director .
- Potential conflicts/red flags: Prior senior leadership at BofAML while BofAML provides services to KW could present perceived conflicts; however, the Board’s independence review found the relationships within monetary thresholds and consistent with guidelines; related‑party transactions are overseen by the Audit Committee, mitigating risk .
- Compensation mix and alignment: Director pay is balanced (cash retainer plus time‑based RSUs), with multi‑year vesting and post‑vesting holding requirements for management that demonstrate long‑term alignment; no option awards or special meeting fees disclosed for directors .