Tawn Kelley
About Tawn Kelley
Independent director since 2023; age 61. Kelley is Executive Vice President at Taylor Morrison Home Corporation, where she leads its financial services businesses (Taylor Morrison Home Funding and Inspired Title Services) and chairs its mortgage joint venture (Mortgage Funding Direct Ventures, founded by Kelley in 2001 and sold to Taylor Morrison in 2009). She previously chaired the board of STORE Capital until its sale in February 2023. The SKY board deems her independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Taylor Morrison Home Corporation | Executive Vice President; President of Financial Services (Taylor Morrison Home Funding, Inspired Title Services) | Not disclosed | Leads mortgage and title platforms; consumer credit qualification program “Able, Ready, Own” |
| Mortgage Funding Direct Ventures (Taylor Morrison JV) | Chair; Founder | Founded 2001; sold to Taylor Morrison in 2009 | Provides in-house mortgage ops for homebuilders |
| STORE Capital (NYSE: STOR) | Director; Chair of Board | Director from 2020; Chair Dec 2021–Feb 2023 | Led sale to GIC; stepped off at closing in Feb 2023 |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| Mortgage Bankers Association (MBA) | Director (national board); Residential Board of Governors; Affordable Homeownership Advisory Council; Investment Committee | Since 2021 | Industry governance and policy roles |
| ECN | Director | Not disclosed | SKY holds a 19.9% equity stake in ECN, creating an interlock |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Governance Committee Chair .
- Independence: Board determined Kelley is independent under NYSE and SEC rules .
- Attendance: Board held 6 meetings in FY2025; each incumbent director attended >75% of Board and committee meetings during their service period; Board held 4 executive sessions; all incumbent directors attended the 2024 annual meeting .
- Audit Committee composition and expertise: Kelley is independent; Audit has 6 meetings; Audit financial experts designated are Erin Mulligan Helgren and Michael Berman (Kelley not designated as “financial expert”) .
- Board leadership: Separate Chair and CEO roles .
- Director resignation policy (majority withheld trigger) adopted Oct 2024 .
Fixed Compensation
| Element | Program Terms (FY2025) | Source |
|---|---|---|
| Annual cash retainer | $65,000 | |
| Board Chair retainer | $115,000 | |
| Committee chair fees | Audit $18,500; Compensation $18,500; Nominating & Governance $15,000 | |
| Committee member fees | Audit $10,000; Compensation $10,000; Nominating & Governance $7,500 | |
| Meeting fees | None disclosed | |
| Program changes YoY | Unchanged from FY2024 |
| Director | Cash Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Tawn Kelley | 87,466 | 100,000 | 187,466 |
Performance Compensation
Non-employee director equity is time-based (RSUs), not performance-based.
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Aug 1, 2024 | RSUs (annual director grant) | 1,226 | 100,000 | Earlier of 1-year anniversary or next Annual Meeting (July 24, 2025), generally subject to continued service | RSUs vest in full upon death, disability, or if service terminated by Company without cause; delivery occurs at vesting or upon change in control |
Other Directorships & Interlocks
| Company/Body | Role | Interlock/Conflict Consideration |
|---|---|---|
| ECN | Director | SKY holds 19.9% equity interest in ECN, creating a board interlock; no related-party transactions disclosed regarding Kelley |
| STORE Capital | Former Director; Chair (Dec 2021–Feb 2023) | Exited at sale close; no ongoing interlock |
| Mortgage Bankers Association | Board and committees | External industry roles, not a related party |
Expertise & Qualifications
- 30+ years in new-construction mortgage financing; leadership of mortgage and title businesses; consumer credit readiness programs .
- Governance experience: former chair of a public REIT (STORE Capital); current MBA governance roles .
- Not designated as an Audit Committee financial expert (committee experts are Berman and Helgren) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding |
|---|---|---|
| Tawn Kelley | 2,722 | <1% (as indicated by *) |
Additional alignment policies:
- Stock ownership guidelines: Non-employee directors required to hold 3x annual cash retainer; as of March 29, 2025, all non-employee directors were in compliance except the newest director (Fedewa) who has 3 years to comply .
- Hedging/pledging: Insider Trading Policy prohibits pledging or holding stock in margin accounts; hedging permitted only in approved windows with pre-clearance and must be disclosed per Section 16(a) .
- Section 16 compliance: FY2025 delinquent Form 4 filings were noted for certain officers and directors; Kelley is not listed among delinquencies .
Say-on-Pay & Shareholder Feedback
| Item (July 24, 2025 AGM) | For | Against/Withhold | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Director election – Tawn Kelley | 48,797,028 | 3,263,225 (Withhold) | — | 939,302 |
| Say-on-Pay (NEO comp) | 49,064,424 | 2,857,324 | 111,505 | 939,302 |
| Auditor ratification (EY) | 52,536,864 | 291,147 | 144,544 | — |
Observation: Kelley received materially more withhold votes than other SKY nominees (most others received ~51.7–51.9 million “For”), indicating comparatively lower support despite overall re-election .
Related Party Transactions (Conflicts Check)
- Policy: Any >$120,000 transactions involving directors or immediate family require Audit Committee review; approved only if in the best interests of shareholders and on arm’s-length terms .
- Disclosures: No material proceedings or adverse interests involving directors; no Kelley-specific related-party transactions disclosed. Investor Rights and Registration Rights Agreements terminated following reduction of MAK’s holdings in 2024; not related to Kelley .
Governance Assessment
-
Strengths:
- Independent director with deep mortgage and housing finance expertise; chairs Nominating & Governance, signaling trust in governance leadership .
- Active on Audit Committee; board confirms independence; strong attendance culture (>75%) .
- Director ownership guidelines in place and met (except newest director); anti-pledging policy reduces alignment risk .
- Director pay structure balanced (cash + time-based RSUs) and unchanged YoY, limiting pay inflation risk .
-
Watch items:
- Elevated withhold votes vs peers at 2025 AGM may signal pockets of investor concern about independence perceptions or interlocks; continued engagement warranted .
- ECN directorship while SKY holds a 19.9% stake represents an interlock; no related-party transactions disclosed but monitor for any future transactions or governance overlaps .
-
RED FLAGS:
Higher relative withhold rate in director election versus fellow nominees in 2025 (48.8M For vs 3.26M Withhold) .
-
No red flags found regarding: pledging/hedging (policy restricts), Section 16 delinquencies (none disclosed for Kelley), or related-party transactions (none disclosed) .
Appendix: Director Compensation Mix (FY2025 – Kelley)
| Component | Amount ($) |
|---|---|
| Cash fees (Board + committees) | 87,466 |
| Equity (RSUs) – grant-date fair value | 100,000 |
| Total | 187,466 |