Kevin J. Jacobs
About Kevin J. Jacobs
Kevin J. Jacobs (age 52) is an independent director of Omega Healthcare Investors, Inc. (OHI) since 2020 and serves as Chief Financial Officer and President, Global Development at Hilton Worldwide Holdings Inc. (NYSE:HLT), leading finance, real estate, development, and architecture & construction globally . He is recognized by OHI’s Board as an audit committee financial expert based on substantial public company financial management experience, including as a public company CFO . OHI’s Board classifies him as independent under NYSE standards and lists him among the eight nominees standing for re‑election in 2025 .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Hilton Worldwide Holdings Inc. | CFO (since 2013); President, Global Development (since 2020); earlier SVP Corporate Strategy (2008), Treasurer (2009), EVP & Chief of Staff (2012) | 2008–present | Leads global finance, real estate, development, architecture & construction . |
| Fairmont Raffles Hotels International | SVP, M&A and Treasurer | Prior to Hilton | Corporate finance and treasury leadership . |
| Host Hotels & Resorts | Corporate Strategy & Investor Relations (ultimately VP) | 7 years (prior to Fairmont Raffles) | Hospitality REIT strategy and IR . |
| PwC (Hospitality Consulting) | Various roles | Prior to Host | Hospitality consulting expertise . |
| Cushman & Wakefield (Hospitality Valuation Group) | Various roles | Prior to Host | Real estate valuation in hospitality . |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Cornell University | Trustee; Dean’s Advisory Board, School of Hotel Administration | Governance and industry advisory roles . |
| Goodwill of Greater Washington | Chair, Board of Directors | Community leadership . |
| American Hotel & Lodging Association | Immediate Past Chair; Executive Board Member | Industry association leadership . |
Board Governance
- Committee assignments: Member, Audit Committee (Audit Committee membership: Kapila K. Anand, Chair; Craig R. Callen; Kevin J. Jacobs; Burke W. Whitman) . Not a committee chair; audit chair is Ms. Anand .
- Independence and engagement: OHI states all directors except the CEO meet NYSE independence standards; no director (other than CEO) received compensation beyond director retainers/meeting fees or had relationships precluding independence . The Board held six meetings in 2024, and each member attended more than 75% of Board and applicable committee meetings .
- Executive sessions: Independent directors generally hold executive sessions at each regularly scheduled Board and committee meeting; Chair and CEO roles are separated .
- Committee activity: Audit (4 meetings), Compensation (4), Investment (6), Nominating & Corporate Governance (4) in 2024 .
- Anti‑hedging/pledging: Hedging and pledging of company securities are prohibited; all directors/officers were in compliance as of April 9, 2025 .
- Stock ownership guidelines: Non‑employee directors must own shares equal to at least five times the annual cash retainer within five years of appointment .
Fixed Compensation
| Component | Amount/Structure | Vesting/Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $75,000 (payable quarterly; election to receive in equity or deferred stock units) | N/A |
| Annual equity grant | $150,000 grant-date fair value, typically as restricted common stock or profits interest units (director may elect deferred restricted stock units) | Vests based on continuing service until next annual meeting; 100% acceleration upon death, disability, change in control, or as approved by Compensation Committee . |
| Committee fees | Audit Chair $30,000; Audit Member $12,500; Compensation Chair $20,000; Compensation Member $9,000; Nominating Chair $25,000; Nominating Member $7,500; Investment Chair $20,000; Investment Member $7,500 | N/A |
| Board Chair fee | $120,000 (50% added to annual equity grant) | N/A |
| Meeting fees | $1,500 per meeting above set thresholds (Board 10; Audit 6; Compensation 6; Nominating 5; Investment 5) | N/A |
| 2025 program changes | Cash retainer increased to $82,500; annual equity grant increased to $165,000; Compensation and Investment chairs increased to $25,000 each | Effective at 2025 Annual Meeting . |
| Kevin J. Jacobs – 2024 Director Compensation | Amount |
|---|---|
| Fees earned or paid in cash | $1,508 |
| Stock awards (grant-date fair value) | $244,992 |
| Total 2024 compensation | $246,500 |
| Note on mix | Mr. Jacobs elected to receive his $75,000 annual cash retainer in equity included in the annual grant . |
Performance Compensation
Directors do not have performance‑based pay at OHI. Annual director equity grants are time-based and vest with continued service until the next annual meeting; directors may elect profits interest units or deferred restricted stock units in place of restricted common stock .
| Kevin J. Jacobs – 2024 Equity Grant | Grant Date | Shares/Units | Fair Value | Vesting |
|---|---|---|---|---|
| Annual director grant | 6/7/2024 | 7,522 | $244,992 | Service-based until next annual meeting; acceleration upon specified events . |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Mr. Jacobs in OHI’s proxy . |
| Potential interlocks/related parties | OHI reports no director (other than CEO) had material relationships or transactions precluding independence; policy requires approval of any related party transactions by disinterested directors . |
Expertise & Qualifications
- OHI biography cites “significant experience managing both private and public companies in hospitality and real estate (including REITs), knowledge of financial reporting/regulatory matters, and capital markets/real estate investment/operational experience” .
- Determined by the Board to be an “audit committee financial expert” under SEC rules based on substantial public company financial management experience .
Equity Ownership
| Holder | Common Stock Beneficially Owned | Percent of Class | Key Notes |
|---|---|---|---|
| Kevin J. Jacobs | 33,696 | * (less than 0.10%) | Includes 7,522 shares of restricted stock subject to forfeiture until vested . |
| Company policies impacting alignment | Anti-hedging/anti-pledging; director stock ownership guidelines (≥5x annual cash retainer within five years) . |
Governance Assessment
- Board effectiveness: Jacobs adds deep CFO-level financial oversight and hospitality/real estate investing expertise and is formally designated as an audit committee financial expert—supportive of audit quality and risk oversight .
- Independence and attendance: Independent status affirmed; Board-wide attendance exceeded 75% with structured executive sessions—positive for governance rigor .
- Alignment and incentives: Jacobs elected equity in lieu of cash retainer and holds 33,696 OHI shares; director equity is time-based and subject to anti‑hedging/pledging—supportive of stockholder alignment .
- Conflicts and related-party risk: OHI discloses no director relationships or related-party transactions that impair independence; formal related-party transaction approval policy in place—low conflict risk .
- Red flags: None disclosed specific to Jacobs. Over-boarding policy caps directors at no more than three other public boards (Jacobs has none disclosed), and anti‑hedging/pledging compliance is affirmed—mitigating governance risk .