Kelly Campbell
National CineMediaAbout Kelly Campbell
Kelly Campbell (age 46) is an independent director nominee at NCMI. She most recently served as President of Peacock (Nov 2021–Mar 2025), previously President of Hulu (Feb 2020–Oct 2021) and CMO of Hulu (Aug 2017–Feb 2020), following earlier roles at Google across Ads and Cloud (2005–2017). The Board has determined she will qualify as an independent director if elected; she currently holds no NCMI shares or rights to acquire shares as of March 10, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peacock (NBCUniversal) | President | Nov 2021 – Mar 2025 | Led streaming service operations and growth |
| Hulu | President | Feb 2020 – Oct 2021 | Oversaw streaming platform strategy and execution |
| Hulu | Chief Marketing Officer | Aug 2017 – Feb 2020 | Led marketing and brand for subscriber growth |
| Various roles across Ads and Cloud | 2005 – 2017 | Product/ads leadership in digital advertising ecosystems |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Urban Outfitters, Inc. | Director | Not disclosed | Not disclosed |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Campbell will qualify as “independent” under SEC and Nasdaq rules if elected |
| Committee Assignments | None currently (nominee; not yet assigned) |
| Nomination Source | Nominating & Governance Committee nominates directors; Campbell is not among creditor-designated nominees (those were Lane, Glazek, Hill, Bell) |
| Related-Party Review | Audit Committee reviews related-party transactions; no relationships disclosed that impair independence |
| 2024 Board/Committee Meetings | Count |
|---|---|
| Board of Directors | 6 |
| Audit Committee | 7 |
| Compensation & Leadership Committee | 6 |
| Nominating & Governance Committee | 8 |
| Attendance | No incumbent director attended fewer than 75% of meetings in 2024 (Campbell not on Board in 2024) |
Fixed Compensation
| 2025 Non-Employee Director Compensation (if elected) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Directors may elect RSUs in lieu of all/portion of cash |
| Annual RSU grant | $120,000 | Vests one year from grant date |
| Meeting fees | None | Not disclosed; structure based on retainer/committee fees |
| 2024 Non-Employee Director Compensation Structure (context) | Amount |
|---|---|
| Cash retainer (non-employee director) | $0 per annum |
| Non-Employee Chair retainer | $100,000 per annum |
| Chair fees: Audit / Comp & Leadership / Nominating & Governance | $30,000 / $20,000 / $20,000 per annum |
| Member fees: Audit / Comp & Leadership / Nominating & Governance | $15,000 / $10,000 / $10,000 per annum |
| RSUs (quarterly grants) | $50,000 per quarter; directors may elect up to 20% in cash |
Performance Compensation
| Director Equity Grant Mechanics | Detail |
|---|---|
| Grant cadence (2024) | Quarterly RSUs of $50,000; Q1/Q2 vested on grant; Q3/Q4 vest at 2025 Annual Stockholders Meeting |
| Grant cadence (2025) | Annual RSU of $120,000; time-based vesting one year from grant date |
| Performance metrics | None disclosed for director equity; RSUs are time-based (no options granted to directors in 2024) |
Other Directorships & Interlocks
| Company | Relationship to NCMI | Potential Interlock/Conflict |
|---|---|---|
| Urban Outfitters, Inc. | External public company directorship | No related-party transactions or conflicts disclosed by NCMI |
Expertise & Qualifications
- Streaming and digital advertising expertise from senior leadership at Peacock and Hulu, aligning with NCMI’s advertising-focused business .
- Deep technology and ad-platform experience from Google Ads/Cloud roles (2005–2017), relevant to programmatic and data-driven media .
- Board experience at Urban Outfitters adds consumer/retail perspective to audience monetization and brand partnerships .
Equity Ownership
| Holder | Shares Beneficially Owned | Rights to Acquire (60 days) | Percent of Class |
|---|---|---|---|
| Kelly Campbell | — | — | * (less than one percent) |
| Alignment Policies | Status |
|---|---|
| Anti-hedging policy | Hedging prohibited for all directors and employees |
| Anti-pledging policy | Pledging prohibited; no violations by officers or directors |
| Director ownership guidelines | Nominating & Governance Committee reviews stock ownership standards; numerical guideline not disclosed |
Governance Assessment
- Independence and conflicts: Board pre-cleared Campbell as independent if elected, with no related-party transactions or relationships disclosed that impair independence—supports investor confidence on conflicts oversight .
- Engagement and committee impact: As a nominee with no current committee assignments, committee influence will depend on post-election seatings; board/committee cadence suggests robust oversight framework she would join (Board 6; Audit 7; Comp 6; N&G 8 meetings in 2024) .
- Ownership alignment: Campbell held no NCMI shares or rights to acquire as of March 10, 2025; alignment would be established via the standard director RSU program upon election (2025: $120,000 RSUs, one-year vest) .
- Compensation structure quality: Director pay is primarily equity-based (2025 mix: $80,000 cash, $120,000 RSUs) with anti-hedging/pledging protections; no director-specific performance metrics or options—reduces pay complexity and option repricing risk .
RED FLAGS
- None disclosed specific to Campbell: no related-party transactions, hedging/pledging violations, or legal issues noted in the proxy; independence affirmed conditional on election .