Kenneth G. Yee
About Kenneth G. Yee
Kenneth G. Yee, 65, has served as an independent director of Pacific Oak Strategic Opportunity REIT, Inc. (PCOK) since April 2017 and as Audit Committee Chairman since May 2017; he is deemed independent under NYSE rules and designated the board’s “audit committee financial expert” . His credentials span finance, accounting, law, and real estate: CFA charterholder, CPA, licensed attorney and real estate broker, with degrees from USC (BS, MBA, MBT), MIT (MS in Real Estate Development), and UCLA (JD) . He joined the board of Tejon Ranch Company (NYSE: TRC) as an independent director in December 2024, adding public-company governance experience in real estate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ridgecrest Capital, Inc. | President & CEO | 2000–present; previously 1992–1997 | Real estate financial advisory; structured finance leadership |
| Cappello Capital Corp. | Managing Director | 2007–Jun 2011 | Sourced/structured/placed real estate and corporate capital markets transactions |
| Imperial Credit Commercial Mortgage Investment Corp | SVP, Acquisitions | 1998–1999 | Led acquisitions in commercial mortgage investing |
| Secured Capital Corp (Eastdil Secured LLC) | VP & Controller | 1990–1991 | Real estate advisory and investment banking finance oversight |
| Drexel Burnham Lambert | Vice President | 1987–1990 | High-yield/real estate finance experience |
| Kenneth Leventhal & Company | Associate Consultant | 1986–1987 | Real estate consulting and public accounting |
| Deseret Pacific Mortgage | Financial Analyst | 1985–1986 | Mortgage analytics |
| Ernst & Whinney | Senior Accountant | 1982–1985 | Public accounting (California) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tejon Ranch Company (TRC) | Independent Director | Dec 2024–present | Committee roles not disclosed |
| Ridgecrest Capital, Inc. | President & CEO | 2000–present | Advisory/structured finance leadership |
| Pacific Oak Strategic Opportunity REIT II | Independent Director; Audit Chair | Apr 2017–through merger with PCOK | Audit leadership prior to combination |
Board Governance
- Committees: Audit Committee (Chair); Conflicts Committee (member) .
- Independence: Determined independent under NYSE standards; board has three independent directors and two executives; all members of audit and conflicts committees are independent .
- Attendance: In 2024 the board met 8 times, audit committee 4 times, conflicts committee 7 times; each director attended at least 75% of combined board/committee meetings; 4 of 5 directors attended the 2024 annual meeting .
- Financial oversight: Yee is designated the SEC “audit committee financial expert,” reflecting deep accounting/finance experience .
- Lead independent director: None; board cites active involvement of all independent directors instead of a formal lead role .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| 2024 Director Fees – Kenneth G. Yee (Total) | $127,000 | Includes meeting fees timing detail and $10,000 for PORT board service |
| Annual Board Retainer (Independent Directors) | $40,000 | Cash retainer |
| Board Meeting Fee (in-person) | $2,500 per meeting | Independent directors |
| Board Meeting Fee (teleconference) | $2,000 per meeting | Independent directors |
| Committee Meeting Fee (member, in-person) | $2,500 per meeting | Audit, conflicts, special |
| Committee Meeting Fee (chair, in-person) | $3,000 per meeting | Audit/conflicts chair premium |
| Committee Meeting Fee (member, teleconference) | $2,000 per meeting | Audit, conflicts, special |
| Committee Meeting Fee (chair, teleconference) | $3,000 per meeting | Audit/conflicts chair premium |
| PORT Board Annual Compensation | $10,000 | For service on PORT board (independent directors) |
| Equity/options for directors | Not granted | Company does not grant stock options currently |
Performance Compensation
- No equity-based or performance-tied director compensation (e.g., RSUs/PSUs/options) disclosed for independent directors; director pay is cash-based retainers and meeting fees .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Tejon Ranch Company (TRC) | Independent Director | Real estate company; no PCOK-related transactions disclosed; committee roles not specified |
| Pacific Oak Strategic Opportunity REIT II | Independent Director; Audit Chair | Legacy affiliate prior to merger; no separate current interlock post-merger |
Expertise & Qualifications
- Degrees: BS, MBA, MBT (USC); MS Real Estate Development (MIT); JD (UCLA) .
- Professional licenses/credentials: CFA charterholder, CPA, licensed attorney, licensed real estate broker .
- Designations: SEC-defined audit committee financial expert .
- Domain expertise: >30 years in real estate equity/debt transactions; >35 years in accounting/financial reporting .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Kenneth G. Yee | 0 | 0.00% |
| Shares Outstanding (as of Apr 25, 2025) | 102,951,395 | Reference for % calculation |
- Pledging/Hedging: No pledging disclosed for directors’ holdings; company currently has no hedging policy for officers/directors .
Governance Assessment
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Strengths:
- Chair of Audit Committee with SEC “financial expert” designation; committee fully independent; robust oversight of financial reporting, internal controls, and auditor independence .
- Conflicts Committee membership; Yee co-signed formal conflicts committee report reviewing advisor relationships and related-party transactions, including an unsecured $8.0 million loan from the advisor to the operating partnership (12% interest, Feb 26, 2025) .
- Board and committee meeting cadence and minimum attendance threshold met in 2024; directors present at annual meeting (majority attendance) .
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Alignment and risk flags:
- RED FLAG: Yee reported no beneficial ownership of PCOK shares, signaling limited personal economic alignment with public stockholders .
- Charter amendments proposed for 2025 reduce NASAA REIT guideline protections, expand director/officer indemnification and exculpation to Maryland-law maximums, and remove charter-level conflicts committee and various transaction limits—raising governance risk and reliance on board-adopted guidelines versus stockholder-controlled charter provisions .
- Stockholder rights narrowed: higher threshold to call special meetings (majority vs 10%), reduced access to stockholder lists/books, removal of annual NASAA-specific reporting items—could dampen shareholder influence and activism .
- External advisor exposure persists (fees to advisor/affiliates, complex related-party structures including Singapore REIT Manager affiliations of executives), necessitating vigilant conflicts oversight by Yee’s committee .
- No lead independent director, with board leadership held by an executive (Chair) separate from CEO; while structure avoids combined CEO/Chair, lack of lead independent may reduce independent agenda control .
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Committee effectiveness indicators:
- Audit committee met four times in 2024 and reviewed auditor fees and independence; total auditor fees $3.484 million (2024) across audit, audit-related, and tax services, with pre-approval policies disclosed .
- Conflicts committee held seven meetings in 2024, reviewed policies and related-party transactions, and oversees executive compensation (paid by advisor) .
Overall, Yee brings strong financial governance credentials and chairs a fully independent audit committee; however, zero share ownership, expanded indemnification/exculpation, and narrowed stockholder rights combined with significant advisor-related transactions heighten governance risk and investor sensitivity to board oversight quality .