Stanley Zax
Kennedy-Wilson HoldingsAbout Stanley R. Zax
Stanley R. Zax (age 87) is an independent director of Kennedy-Wilson Holdings, Inc. (KW) serving since 2010; he is Chair of the Compensation Committee and a member of the Audit and Capital Markets Committees. He earned a BBA (1958) and J.D. (1961) from the University of Michigan and previously served as Chairman & CEO of Zenith National Insurance Corp. (1977–2012), bringing deep insurance, legal, and public company governance experience. The Board classifies him as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zenith National Insurance Corp. | Chairman & CEO | 1977–2012 | Led insurer later acquired by Fairfax, extensive public company leadership |
| Wynn Resorts Ltd. | Director; Audit Committee Chair | 2002–2007 | Chaired audit committee; oversaw financial reporting |
| Advent Capital (Holdings) Plc | Non-Executive Director | 1999–2005 | Board oversight in London insurance market |
| Great American Insurance Co. | President & CEO | 1973 onward prior to Zenith | Senior executive leadership in insurance |
| Hilton Hotels | VP, General Counsel, Director, Secretary | Early career | Corporate legal and governance responsibilities |
| Friedman, Mulligan, Dillon & Uris (Chicago law firm) | Associate/Partner | Started 1961 | Legal practice foundation |
| 1st Century Bank | Director | Until 2016 | Banking oversight |
| Prostate Cancer Foundation | Director | Until 2016 | Non-profit governance |
| Center for the Study of the Presidency and Congress | Director | Until 2017 | Policy/non-profit governance |
External Roles
- No current public company directorships disclosed beyond KW. Prior boards include Wynn Resorts and Advent Capital; nonprofit roles include Prostate Cancer Foundation and the Center for the Study of the Presidency and Congress .
Board Governance
- Committee assignments: Audit Committee member (designated “audit committee financial expert”), Compensation Committee Chair (appointed May 2024), Capital Markets Committee member .
- Independence: Determined independent under NYSE Section 303A.02; one of 11 independent directors as of Dec 31, 2024 .
- Attendance: Board met 8 times in 2024; no director attended <75% except Todd Boehly—Zax was not flagged, indicating ≥75% attendance. Audit (6 meetings), Compensation (5), Capital Markets (3) met regularly .
- Lead Independent Director: David A. Minella; executive sessions of non-management directors held regularly, chaired by Minella .
- Compensation governance: Committee uses independent consultant Ferguson Partners; 2024–2025 program enhancements included an absolute TSR modifier capping payouts absent rigorous absolute returns and peer group updates; 2024 say‑on‑pay approval was 89% .
Fixed Compensation
| Component (2024) | Amount/Detail |
|---|---|
| Annual cash retainer | $150,000 |
| Committee chair fees | Compensation Committee chairs receive $10,000 annually; Zax became chair in May 2024 (pro-rata not separately disclosed in his 2024 cash line) |
| Equity grant (RSUs) | 17,500 RSUs; grant-date fair value $177,275; vests 33% annually over 3 years; accelerated upon change in control or retirement per policy |
| Total 2024 director comp | $327,275 (cash + stock) |
| RSUs outstanding (12/31/2024) | 27,333 RSUs |
Notes:
- Audit Committee chair receives $20,000; other committee chairs $10,000; time-based director RSUs vest over three years with retirement and change-in-control acceleration; company maintains a director retirement vesting policy .
Performance Compensation
As Compensation Committee Chair, Zax oversaw a pay-for-performance program for NEOs featuring a formulaic annual bonus tied 80% to objective metrics and equity RSUs with relative TSR and ROIA hurdles. 2024 NEO bonus metrics and attainment:
| Performance Metric (Weight) | Threshold | Target | Maximum | Actual 2024 |
|---|---|---|---|---|
| Investment Management Fee Growth (25%) | 25.0% | 35.0% | 45.0% | 53.7% |
| Cash from Asset Sales (25%) | $350M | $500M | $650M | $562.4M |
| Unsecured Debt Reduction (15%) | $(150)M | $(250)M | $(350)M | $(307.3)M |
| Asset Stabilizations (15%) | $15M | $20M | $25M | $28.5M |
| Other Factors (20%) | Qualitative | Qualitative | Qualitative | Below Target for CEO (varied by NEO) |
Long-term equity structure (selected terms overseen by the committee):
- Relative TSR RSUs: 3-year cliff vest vs MSCI World Real Estate (GICS 1) Net TR Index; max at +1200 bps, target at +0 bps; maximum capped at 75% unless absolute TSR ≥20% .
- ROIA RSUs: annual vesting with thresholds at 4.8%, 5.2%, 5.6%; maximum capped at 75% unless absolute TSR hurdles of 7%, 14%, 21% are met across 2024–2026 .
- Rigor evidenced by approximately 70% of performance-based RSUs eligible in 2024 being forfeited (zero earned for relative TSR; partial for ROE RSUs; full for ROIA RSUs) .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no committee member was an officer or employee; Zax served as Chair in 2024 .
- Significant shareholder relationships (Board-level oversight of conflicts): Detailed related-party frameworks with Eldridge (Series A Pref and bonds) and Fairfax (Series B/C Pref and warrants); all related-party transactions reviewed by Audit Committee .
Expertise & Qualifications
- Designated audit committee financial expert .
- Extensive CEO-level operating experience in insurance and public company governance; legal training and prior general counsel role at Hilton; prior audit committee chair experience (Wynn Resorts) .
- Deep capital markets and compensation oversight exposure via KW’s Capital Markets and Compensation Committees .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 547,400 (approx. <1% of outstanding) |
| RSUs outstanding (12/31/2024) | 27,333 |
| Ownership guidelines | Non-employee directors required to hold ≥3x annual cash retainer; company reports compliance for directors as of 12/31/2024, excluding four newly appointed in 2022/2024 (Zax not among exceptions) . |
Policies enhancing alignment and risk control:
- Anti-hedging and anti-pledging (no pledging; only Minella had grandfathered pledges; none indicated for Zax) .
- Broad clawback policy applies to cash and equity awards; equity plan prohibits dividends on unvested awards and repricing without shareholder approval .
Governance Assessment
- Strengths: Independent status; multi-committee service including Compensation Chair and Audit financial expert; solid attendance; use of independent compensation consultant; rigorous executive pay structure (absolute TSR caps, ROIA focus) and strong say-on-pay support (89%)—all supportive of investor confidence and board effectiveness .
- Alignment: Meaningful personal share ownership and time-based RSUs; strict anti-hedging/pledgings and director ownership policy at 3x retainer .
- Potential watch items: Fairfax is a significant investor and owns Zenith (Zax’s former company), and Eldridge-related transactions exist; however, no Zax-linked related-party transactions are disclosed and Audit Committee reviews all related-person transactions—monitor continued robust oversight . Retirement policy accelerates director equity vesting (common but can be scrutinized) . Age and succession planning considerations given director’s tenure and seniority .