Al Kelly
General MotorsAbout Alfred F. Kelly, Jr.
Alfred F. “Al” Kelly, Jr. (age 66) joined GM’s Board on September 3, 2024; the Board determined he is independent under NYSE standards and GM’s Corporate Governance Guidelines . He is a retired CEO and Chairman of Visa Inc., with prior senior leadership roles at American Express and as President & CEO of the NY–NJ Super Bowl Host Committee; he brings deep expertise in industry disruption, financial acumen, and global leadership to GM’s Board . At GM, Kelly serves on the Audit Committee and the Risk & Cybersecurity Committee, and the Board has designated him an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Visa Inc. | Chief Executive Officer | 2016–2023 | Led Visa through significant technological change and global growth . |
| Visa Inc. | Chairman of the Board; Executive Chairman | Chairman 2019–2024; Executive Chairman 2023; retired Jan 2024 | Positioned Visa for long-term leadership in financial and technology services . |
| American Express | President (among numerous leadership roles) | through 2010 | Senior operational and financial leadership experience . |
| NY–NJ Super Bowl Host Committee | President & CEO | prior to 2016 | Large-scale event leadership and stakeholder coordination . |
External Roles
| Organization | Role | Status |
|---|---|---|
| Berkshire Partners | Advisory Director | Current . |
| Mother Cabrini Health Foundation | Board Chair | Current . |
| Boston College | Board of Trustees (member) | Current . |
| Iona University | Board of Trustees (member) | Current . |
| New York–Presbyterian Hospital | Board of Trustees (member) | Current . |
| St. Joseph’s Seminary and College | Board of Trustees (member) | Current . |
| Public company boards | Other current | None . |
| Public company boards | Prior (past five years) | Visa Inc. . |
Board Governance
- Committee memberships: Audit Committee; Risk & Cybersecurity Committee .
- Audit Committee designation: The Board determined Kelly is an “audit committee financial expert” per SEC rules .
- Independence: Board determined Kelly is independent upon election on September 3, 2024 .
- Committee activity context: Audit Committee met nine times in 2024 and fulfilled core charter obligations ; Executive Compensation Committee met four times in 2024 .
- Governance Committee oversight: Reviews related-party transactions and potential conflicts; oversaw director succession leading to Kelly’s election .
Fixed Compensation
| Element | 2024 ($) | 2025 ($) |
|---|---|---|
| Board Retainer | 325,000 | 325,000 |
| Independent Lead Director Fee | 100,000 | 100,000 |
| Audit Committee Chair Fee | 35,000 | 35,000 |
| Other Committee Chair Fees (excl. Executive Committee) | 25,000 | 25,000 |
| Director (2024) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Alfred F. Kelly, Jr. | 42,900 | 64,350 | 9,244 | 116,494 |
- Cash-to-DSU election: Kelly elected to receive DSUs in lieu of the $42,900 otherwise eligible to be paid in cash .
- Perquisites detail: Company Vehicle Program $9,184 and personal accident insurance $60 in 2024 .
Performance Compensation
- Program structure: Non-employee directors are required to defer at least 60% of the annual Board retainer into Deferred Share Units (DSUs); DSUs are fully vested upon grant and payable in cash after leaving the Board, valued at the average daily closing market price for the quarter before payment .
- 2024 DSU valuation: Aggregate grant-date fair value of director DSUs is calculated using GM’s December 31, 2024 closing price of $53.27; Kelly’s reported 2024 DSU fair value was $64,350 .
- Hedging/pledging prohibitions: Directors are prohibited from trading GM derivatives, short sales, hedging, or pledging GM securities under the Insider Trading Policy .
| Metric | Policy/Value | Notes |
|---|---|---|
| Required deferral (Board retainer) | ≥60% into DSUs | May elect to defer remaining 40% and any chair/lead fees into DSUs . |
| DSU vesting | Fully vested upon grant | No voting rights; paid after Board service ends . |
| DSU payout valuation | Avg. daily closing market price for prior quarter | Lump sum or up to 5 annual installments per election . |
| 2024 DSU fair value basis | $53.27 closing price on Dec 31, 2024 | Used to calculate fair value for reported DSU awards . |
| Hedging/pledging | Prohibited for Insiders (incl. directors) | Preclearance required for trades; Rule 10b5-1 plans permitted . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None . |
| Prior public company directorships (past five years) | Visa Inc.; retired January 2024 . |
| Related party transactions | None requiring Item 404(a) disclosure upon election . |
| Governance Committee conflict oversight | Reviews and approves related-party transactions and potential conflicts . |
Expertise & Qualifications
- Board skills matrix and biography highlight expertise in industry disruption, financial acumen, global leadership, and technology/cyber; skillset includes Cyber, Finance, Governance, Marketing, Public Company CEO, Risk Management, Social, Technology .
- Audit committee financial literacy/expert: Board determined Kelly (and other members) meet heightened independence and are financially literate; Kelly qualifies as an “audit committee financial expert” per SEC rules .
Equity Ownership
| As of April 4, 2025 | Shares Beneficially Owned | DSUs Held | % of Outstanding Shares | Pledged? |
|---|---|---|---|---|
| Alfred F. Kelly, Jr. | 17,323 | 2,106 | Less than 1% | None pledged; directors’ shares not pledged . |
- Director ownership guideline: Non-employee directors must own GM stock or DSUs with market value of at least $650,000; five years from first election to meet requirement; all non-employee directors are in compliance with stock retention requirements .
- Trading policy: Hedging, short sales, and pledging of GM securities are prohibited for Insiders (including directors) .
Governance Assessment
- Independence and committees: Kelly is an independent director on Audit and Risk & Cybersecurity; designation as an audit committee financial expert strengthens oversight of financial reporting and controls .
- Compensation alignment: Defers board retainer into DSUs and receives annual equity via DSUs, enhancing alignment with shareholders; 2024 total compensation was modest and prorated given his September start .
- Ownership and risk controls: Holds common shares and DSUs with prohibitions on hedging/pledging; subject to ownership guidelines with a five-year compliance window for new directors; shares of directors are not pledged .
- Conflicts and related parties: No arrangements or relationships requiring Item 404(a) disclosure at election; Governance Committee oversees conflicts and related-party transactions .
- Committee activity context: Audit Committee met 9 times in 2024, indicating active oversight cadence; Risk & Cybersecurity Committee membership positions Kelly to contribute technology and cyber expertise to enterprise risk oversight .
RED FLAGS: None identified in filings—no related-party transactions, hedging/pledging is prohibited, and ownership retention policies apply; attendance by director is not individually disclosed, but audit committee activity is robust .