Wade Burton
Kennedy-Wilson HoldingsAbout Wade Burton
Wade Burton (age 53) is an independent director of Kennedy-Wilson Holdings, Inc. (KW) since 2022. He is President and Chief Investment Officer of Hamblin Watsa Investment Counsel Ltd. (HWIC), a wholly owned subsidiary of Fairfax Financial Holdings Limited, and serves on Fairfax’s Executive Committee. He holds a B.A. from the University of Western Ontario, completed the Graduate Finance Program at McGill University, the Canadian Securities, Futures, and Options courses, and is a CFA charterholder .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hamblin Watsa Investment Counsel (HWIC) | President & Chief Investment Officer | Not disclosed (current) | Oversees global investment management for Fairfax subsidiaries; member of Fairfax Executive Committee |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eurolife FFH Insurance Holdings (Greece) | Director | Current | Audit; Remuneration & Nomination; Risk, Asset-Liability & Investment Management committees |
| Avante Logixx Inc. | Director | Current | Not disclosed |
Board Governance
- Board class and election: Burton is in the class standing for election at the 2025 annual meeting; if elected, term runs to 2028 .
- Committee assignments: None (not on Audit, Compensation, Nominating, Capital Markets, or ESG committees) .
- Independence: Board-determined independent under NYSE rules .
- Attendance: The Board met 8 times in 2024; all directors except one (Mr. Boehly) attended ≥75%, implying Burton met KW’s attendance expectations .
- Lead Independent Director/Executive sessions: David A. Minella serves as Lead Independent Director and chairs executive sessions of non-management directors .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $150,000 | Standard non-employee director retainer; additional chair fees (not applicable to Burton) are $20,000 (Audit chair) and $10,000 (other chairs) |
Performance Compensation (Director Equity)
| Element | 2024 Value/Units | Vesting/Terms | Notes |
|---|---|---|---|
| Annual RSU grant | $177,275 grant-date fair value | RSUs vest 33% per year over 3 years; accelerated on change in control or upon death/disability; director retirement policy vests outstanding equity at retirement as determined by Board | Standard annual grant size 17,500 RSUs (pro-rated for partial year service); 2024 policy applied to all non-employee directors |
| RSUs outstanding (12/31/2024) | 29,833 units | Subject to continued service and the vesting schedule above |
Note: KW indicates no dividends are paid on unvested awards; distribution equivalents accrue and are paid only to the extent awards vest .
Other Directorships & Interlocks
| Relationship | Detail | Potential Interlock/Conflict Consideration |
|---|---|---|
| Fairfax/HWIC linkage | Burton is President & CIO of HWIC (Fairfax subsidiary) and Fairfax is a major KW investor with common stock, preferred stock, and warrants | Related-party exposure exists given Fairfax’s capital transactions with KW and ongoing fee/interest flows (see Related-Party Transactions) |
| External boards | Eurolife FFH Insurance Holdings; Avante Logixx Inc. | No direct competitive overlap disclosed with KW’s core business; Eurolife committees provide risk/audit expertise |
Expertise & Qualifications
- Investment management and capital markets expertise; President & CIO at HWIC; Fairfax Executive Committee member .
- CFA charterholder; completed Graduate Finance Program (McGill) and Canadian securities courses .
- Board-level financial oversight experience via Eurolife audit and risk-related committees .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 55,082 shares; <1% of outstanding |
| Unvested RSUs outstanding (12/31/2024) | 29,833 units |
| Director ownership guideline | 3x annual cash retainer for non-employee directors |
| Guideline compliance context | As of 12/31/2024, all non-employee directors were in compliance except three directors appointed in 2024 and one director appointed in 2022 who remained within the grace period; the proxy does not identify specific individuals |
Related-Party Transactions (Conflict Review)
- Fairfax holdings and warrants: As of April 15, 2025, Fairfax and affiliates held ~13 million KW common shares, 300,000 shares of Series B Preferred (with 13,043,478 warrants), and 200,000 shares of Series C Preferred (with ~12.3 million warrants) .
- 2024 transaction flows between KW and Fairfax affiliates:
- Dividends paid by KW entities to Fairfax entities: ~$26.3 million (Series B and C preferred) .
- Interest paid by KW entities to Fairfax entities on loans: ~$26.7 million .
- Management fees paid by Fairfax entities to KW entities for certain real estate/debt transactions: ~$27.1 million .
- Governance handling: Audit Committee reviews and approves related-person transactions; Board nonetheless determined Burton to be independent under NYSE standards .
Governance Assessment
Key findings:
- Alignment and engagement: Burton’s cash/equity compensation mix in 2024 was ~$150k cash retainer and ~$177k in RSUs (about 46% cash/54% equity), promoting ownership alignment; he met attendance expectations, and the Board maintains director ownership guidelines and strict anti-hedging/anti-pledging policies .
- Independence with mitigating factors: The Board deemed him independent; however, his HWIC/Fairfax leadership and Fairfax’s substantial and continuing financing relationship with KW create perceived conflict risk. Related-party transactions are subject to Audit Committee oversight; Burton holds no committee roles, reducing direct influence over audit/compensation decisions .
- Board quality and investor support: KW reports robust governance practices (lead independent director; regular executive sessions; clawback policy) and 89% say-on-pay approval in 2024, supporting investor confidence in overall governance .
RED FLAGS
- Significant related-party exposure via Fairfax: large preferred/common positions and warrants; material annual dividends, interest, and fee flows between KW and Fairfax affiliates while Burton leads HWIC (Fairfax) .
- Ownership guideline identification: The proxy notes one director appointed in 2022 remained in a grace period as of 12/31/2024, but does not specify which director; transparency on individual compliance would further enhance confidence .
SUPPORTING DETAILS
Director Compensation (2024)
| Item | Burton (USD) |
|---|---|
| Fees earned or paid in cash | $150,000 |
| Stock awards (grant-date fair value) | $177,275 |
| Total | $327,275 |
Board & Committee Structure (context)
- Board independence determination and standards; majority independent .
- Lead Independent Director: David A. Minella; executive sessions chaired by Minella .
- Committees and charters: Audit, Compensation, Nominating, Capital Markets, ESG; Burton serves on none .
- Insider trading policy and Section 16 compliance: Company maintains an insider trading policy; all Section 16 filings for 2024 reportedly timely .
Say-on-Pay & Clawback (context)
- 2024 say-on-pay support: 89% approval .
- Clawback: Amended and Restated Compensation Recovery Policy applies to incentive compensation, in compliance with SEC/NYSE rules .