Michael Kelly
Cars.comAbout Michael Kelly
Independent director since 2018; age 67. Committees: Audit and Compensation; the Board determined Audit and Compensation members are independent, and Michael Kelly qualifies as an “audit committee financial expert.” Background: 40 years in advertising technology and digital transformation; Co‑Founder and CEO of Kelly Newman Advisors (since September 2016); former President & CEO of The Weather Channel Companies (2009–2012); President of AOL Media Networks (2004–2007); President of Global Marketing for Time Warner Inc. (2002–2004). Education: B.A., University of Illinois at Urbana‑Champaign .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Weather Channel Companies | President & CEO | 2009–2012 | Led operations and content strategy |
| AOL Media Networks (Time Warner Inc.) | President | 2004–2007 | Digital media/advertising leadership |
| Time Warner Inc. | President, Global Marketing | 2002–2004 | Corporate marketing leadership |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| Kelly Newman Advisors | Co‑Founder & CEO | Sep 2016 – Present | Advisory and investment in media, marketing, advertising & related technology |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member .
- Independence: Listed as Independent director; Audit and Compensation Committees composed entirely of independent, non‑employee directors .
- Financial expertise: Qualifies as an “audit committee financial expert” per SEC rules .
- Meetings and attendance: 2024 Board (5), Audit (8), Compensation (6) meetings; each director attended >75% of meetings and all attended the 2024 Annual Meeting .
- Executive sessions: Chair leads executive sessions of independent directors .
| Governance Area | Detail |
|---|---|
| Audit Committee scope | Oversight of financial reporting, internal controls, independent auditor, internal audit, cybersecurity, and related‑party transactions |
| Compensation Committee scope | Oversight of director/EO compensation, plans, risk assessment, equity grants, succession planning; no interlocks or insider participation reported in 2024 |
Fixed Compensation
| Component | Amount/Term | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Payable quarterly |
| Committee chair cash retainer | $20,000 | For committee chairs (not applicable to Kelly) |
| Meeting fee | $1,000 per meeting | If any one committee exceeds eight meetings in a year |
| 2024 cash actually paid to Michael Kelly | $75,000 | Fees Earned or Paid in Cash |
Performance Compensation
| Element | Grant Date | Quantity/Value | Vesting/Terms |
|---|---|---|---|
| Annual RSU award | Jun 5, 2024 | 8,726 RSUs; $180,017 grant‑date fair value | Vests on the earlier of Jun 1, 2025 or the day preceding the 2025 Annual Meeting; eligible for dividend equivalents |
| Deferral election | Jun 5, 2024 award | Delivery of vested shares deferred | Delivery deferred until the earlier of the third anniversary of grant or separation from Board service |
| Chair RSU (program term) | Annual | $75,000 target grant to Independent Chair (not applicable to Kelly) | Same vesting construct as annual director RSU |
Note: Director equity is time‑based; no performance metrics (TSR/EBITDA/etc.) apply to director RSUs as disclosed .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None |
| Public boards within past five years | None |
| Compensation Committee interlocks | None reported for 2024 |
Expertise & Qualifications
- 40 years of advertising technology, digital transformation, and multi‑platform content experience .
- Audit Committee financial expert; all Audit Committee members meet NYSE financial literacy requirements .
- B.A., University of Illinois at Urbana‑Champaign .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 30,021 | As of Mar 21, 2025; <1% of shares outstanding |
| Stock units (vested RSUs with deferred delivery) | 61,037 | As of Mar 21, 2025 |
| Pledged shares | None known for directors/officers; hedging/pledging prohibited by policy | |
| Director ownership guideline | 3× annual cash retainer ($225,000) | All current non‑exec directors in compliance as of proxy date |
Governance Assessment
- Board effectiveness: Independent director on Audit and Compensation Committees; qualifies as an audit committee financial expert—strengthens oversight of financial reporting, controls, and compensation risk .
- Engagement: Attendance exceeded the 75% threshold; participated in a Board with structured evaluations and clear committee charters; Chair leads executive sessions of independent directors .
- Alignment: Meaningful equity via annual RSUs and deferred delivery; ownership guidelines enforced and in compliance; no pledging permitted and none reported—supports long‑term alignment .
- Conflicts/related parties: Related‑party transactions disclosed involved ACMGMT LLC affiliates and director Jenell Ross’s dealerships; no transactions involving Michael Kelly disclosed—low conflict risk .
- Shareholder signals: 2024 Say‑on‑Pay approval at 98% indicates broad support for compensation practices and governance framework .
RED FLAGS
- None identified specific to Michael Kelly: no related‑party transactions, no pledging, satisfactory attendance, independent committee membership .