Julie Kelly
About Julie Kelly
Julie Kelly (age 58) has served on Amalgamated Financial Corp.’s Board since April 2010. She is General Manager of the New York–New Jersey Regional Joint Board of Workers United and an International Vice President on Workers United’s General Executive Board, roles held since 2010. Her long tenure gives deep familiarity with the bank’s mission, organization, and management, but she is classified as a non‑independent director due to her employment with a Workers United affiliate, the company’s largest stockholder and a registered bank holding company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Workers United (NY–NJ Regional Joint Board) | General Manager; International Vice President & GEB Member | Since 2010 | Labor leadership; governance; oversight across union programs |
| Amalgamated Financial Corp. | Director | Since Apr 2010 | Long tenure; knowledge of bank’s history and mission |
| Clothing Workers Center | President (former) | Not disclosed | Historic support for ACTWU workers |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NY–NJ Regional Joint Board Holding Co., Inc. | President | Not disclosed | Corporate governance for union-related holding company |
| Amalgamated Life Insurance Company | Director | Not disclosed | Governance; interlock with CRF participant entity |
| Amalgamated National Health Fund | Trustee | Not disclosed | Benefit fund stewardship |
| Amalgamated Retail Retirement Fund | Trustee | Not disclosed | Pension oversight |
| Consolidated Retirement Fund (CRF) | Participant; Trustee group includes company directors | Not disclosed | Multiemployer ERISA plan; conflict mitigations in bylaws |
| National Retirement Fund | Trustee | Not disclosed | Pension oversight |
| Consortium for Worker Education | Audit Committee (trustee) | Not disclosed | Audit oversight for workforce education entity |
| Union Health Center | Trustee | Not disclosed | Health services governance |
Board Governance
- Independence: Not independent. The Board determined Ms. Kelly is not independent given employment with the NY–NJ Joint Board, Workers United, the company’s largest stockholder and a registered bank holding company .
- Committee assignments (current, 2024): Enterprise Risk Oversight; Trust; Credit Policy .
- Committee assignments (anticipated post–Annual Meeting 2025): Enterprise Risk Oversight; Trust; Credit Policy (chairs: Enterprise Risk Oversight—Bruce; Trust—Romney Sr.; Credit Policy—Stoll) .
- Attendance: The full Board met 7 times in 2024; each director attended at least 75% of aggregate Board and committee meetings .
- Election results 2025: For 25,985,800; Against 628,587; Abstain 13,280; Broker non‑vote 1,367,954 .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 62,500 | 50,003 | — | 112,503 |
- Director retainer schedule (2024): Chair $150,000; Lead Independent Director $70,000; other directors $50,000; committee member fees: Audit $10,000 (Chair +$15,000), Compensation/Enterprise Risk/Nominating/Credit/Trust $5,000 (Chair +$10,000); Executive Committee membership $5,000 .
- Director equity grant: RSUs with grant date fair value ≈$50,000 upon annual meeting; vest on first anniversary; dividend equivalents accrue and pay in cash at vest; unvested RSUs forfeited on resignation .
Performance Compensation
Directors do not have performance‑linked compensation metrics; RSUs are time‑based and vest after one year.
| Element | Grant specifics | Vesting | Performance Metrics |
|---|---|---|---|
| Annual Director RSU | 1,954 RSUs granted May 22, 2024; valued at $25.59/share | Full vest on May 22, 2025; dividend equivalents paid in cash on vest; forfeiture if resigns pre‑vesting | None disclosed for director equity |
Other Directorships & Interlocks
- Workers United nomination rights: Workers United Related Parties may designate up to five board members and the Chair while holding specified voting power thresholds; a Workers United designee chairs the Trust Committee; the Chair of the Board must be a Workers United designee while they hold ≥20% voting power .
- Workers United deposit relationship: Workers United held $71.4 million of deposits with the Bank as of 12/31/2024 (vs. $56.4 million as of 12/31/2023), indicating ongoing related‑party banking ties .
Expertise & Qualifications
- Labor leadership across benefit funds, health and retirement plans; governance roles at Amalgamated Life Insurance Company; extensive board and trustee experience supporting workforce and pension institutions .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Julie Kelly | 14,681 | <1% | Includes 13,000 currently exercisable options ; includes 1,954 RSUs vesting within 60 days ; disclaims beneficial ownership of 300 shares held by spouse |
Director stock ownership guidelines:
- Required level: 3× annual cash retainer; includes shares owned outright; shares in company plans; net shares underlying unvested time‑based RSUs; net shares underlying vested but unexercised options; compliance measured annually; 50% Net Shares retention until compliant; administered by the Compensation Committee .
- Individual compliance status: Not individually disclosed .
Governance Assessment
- Strengths:
- Long institutional memory and mission alignment; service on Enterprise Risk Oversight, Trust, and Credit Policy committees indicates regular engagement in risk and credit governance .
- Attendance threshold met; shareholder support in 2025 election was strong in absolute vote counts .
- Concerns / RED FLAGS:
- Non‑independence: Employment with Workers United affiliate compromises independence; Workers United is the largest stockholder and a registered bank holding company with nomination rights and committee‑chair stipulations .
- Related‑party exposure: Participation and interlocks with the Consolidated Retirement Fund (CRF) and Amalgamated Life Insurance Company; bylaws require supermajority of disinterested directors for CRF withdrawal decisions, and Ms. Kelly would be excluded from voting on such matters due to direct benefit—appropriate mitigation but still a structural conflict to monitor .
- Concentration risk signals: Significant deposit balances from Workers United (up to $71.4 million) underscore reliance on related‑party relationships; watch for any favorable terms vs. ordinary course standards (company states ordinary‑course compliance) .
- Shareholder feedback:
- Prior year say‑on‑pay approval was 98.5%, indicating broad support for compensation governance framework .
- 2025 say‑on‑pay vote: For 26,163,265; Against 444,873; Abstain 19,529; Broker non‑vote 1,367,954 .
Net takeaway: Julie Kelly is an experienced, engaged director with extensive labor network governance experience; however, non‑independence and multiple related‑party interlocks (Workers United/CRF/Amalgamated Life) present ongoing perceived conflict risks that require continued process rigor (recusals, disinterested voting thresholds, committee independence) to maintain investor confidence .