Kelly Kennedy
About Kelly J. Kennedy
Kelly J. Kennedy, age 57, is an independent director of Satellogic (SATL) who joined the Board in September 2024 and serves as Audit Committee Chair, and as a member of the Finance and Compensation Committees; she qualifies as an “audit committee financial expert” under Item 407(d) of Regulation S‑K and is independent under Nasdaq rules . She is currently CFO of Willow Innovations (since Nov 2023) and formerly EVP/CFO of The Honest Company (Jan 2021–Sep 2023); earlier CFO roles include Bartell Drug Company (Sep 2018–Dec 2020), Sur La Table (Jun 2015–Sep 2018), See’s Candies (Jan 2014–Jun 2015) and Annie’s Inc. (Aug 2011–Nov 2013) . Kennedy holds an MBA from Harvard Business School and a BA in Economics from Middlebury College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Willow Innovations, Inc. | Chief Financial Officer | Nov 2023 – present | Corporate finance leadership |
| The Honest Company, Inc. | EVP & Chief Financial Officer | Jan 2021 – Sep 2023 | Public company CFO |
| Bartell Drug Company | Chief Financial Officer | Sep 2018 – Dec 2020 (through sale to Rite Aid) | Led finance through sale |
| Sur La Table, Inc. | Chief Financial Officer | Jun 2015 – Sep 2018 | Retail finance operations |
| See’s Candies | Chief Financial Officer | Jan 2014 – Jun 2015 | Consumer products finance |
| Annie’s Inc. | Chief Financial Officer & Treasurer | Aug 2011 – Nov 2013 | Public company CFO/Treasurer |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Vital Farms, Inc. (Nasdaq: VITL) | Director | Dec 2019 – present | Audit Committee Chair; Compensation Committee member |
| GoodRx, Inc. (Nasdaq: GDRX) | Director | Dec 2023 – present | Audit Committee member; Risk Committee member |
Board Governance
- Independence: The Board determined Ms. Kennedy is independent under Nasdaq listing standards; independent directors meet regularly in executive session .
- Committee assignments and chair roles (current): Audit (Chair), Compensation (member, appointed Oct 7, 2025), Finance (member) .
- Audit Committee financial expert: Kennedy qualifies as an “audit committee financial expert”; Audit Committee members meet Nasdaq/SEC independence and literacy standards .
- Attendance: All directors attended at least 75% of Board and committee meetings during 2024; all directors present at the 2024 Annual Meeting .
- Board structure: SATL has a classified board; Chair and CEO roles are separated with the Chair (not independent) presiding; independent directors hold executive sessions “on a regular basis” .
Committee Memberships (FY2024 year-end and recent changes)
| Committee | Members (FY2024 year-end) | Chair | Meetings in 2024 |
|---|---|---|---|
| Audit | Kelly J. Kennedy; Ted Wang; Peter T. Killalea | Kelly J. Kennedy | 5 |
| Compensation | Ted Wang; Peter T. Killalea; Steven T. Mnuchin (replaced by Kennedy on Oct 7, 2025) | Ted Wang | 2 |
| Nominating & Corporate Governance | Ted Wang; Peter T. Killalea; Steven T. Mnuchin (replaced by Miguel Gutiérrez on Oct 7, 2025) | Ted Wang | 1 |
| Finance | Steven T. Mnuchin; Kelly J. Kennedy; Emiliano Kargieman | Steven T. Mnuchin | 10 |
Governance nuance: The Finance Committee is majority non‑independent but is tasked, among other things, with treasury/financing activities and approving certain affiliate transactions; the Audit Committee separately reviews related person transactions—role clarity and process discipline are important to avoid overlap or conflicts .
Fixed Compensation (Director)
Program Structure (FY2024)
| Component | Amount |
|---|---|
| Annual cash retainer | $60,000 |
| Audit Committee Chair fee | $20,000 |
| Equity (restricted stock) | $175,000 grant value |
| Aggregate annual cap (non‑employee directors) | $500,000; $800,000 in first year (exceptions possible for non‑executive Chair/extraordinary circumstances) |
Actual 2024 Compensation (prorated for service start)
| Director | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Kelly J. Kennedy | 6,667 | 131,250 (time‑vesting RSUs granted 09/04/2024; vested 05/31/2025) | 137,917 |
Expense reimbursement is provided for director travel; spouse travel may be reimbursed in certain cases .
Performance Compensation (Director)
| Instrument | Grant date | Vesting | Performance Metrics | Notes |
|---|---|---|---|---|
| Time‑vesting RSUs | Sep 4, 2024 | Vested on May 31, 2025 | None disclosed (time‑based, not performance‑based) | Grant‑date fair value $131,250 (Kennedy) |
No director‑specific performance metrics (e.g., TSR, revenue, ESG) are indicated for director equity; awards are time‑based .
Other Directorships & Interlocks
- Vital Farms (Audit Chair; Comp member) and GoodRx (Audit; Risk) are consumer/healthcare companies unrelated to SATL’s satellite/EO business; no supplier/customer interlocks with SATL disclosed .
- Board independence determination lists Kennedy among independent directors; no related‑party transactions involving Kennedy disclosed .
Expertise & Qualifications
- Financial expertise: Audit Committee Chair; SEC “audit committee financial expert” designation .
- Operating experience: 30+ years across finance, operations, strategic growth; multiple public company CFO roles (consumer/retail/CPG/health) .
- Education: MBA, Harvard Business School; BA Economics, Middlebury College .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Notes |
|---|---|---|---|
| Kelly J. Kennedy | 131,250 | “*” (table denotes less than 1% via asterisk) | As of Oct 15, 2025; business address SATL HQ |
- Hedging/pledging: SATL’s Insider Trading Compliance Policy prohibits directors from pledging company stock or engaging in hedging (short sales, derivatives, etc.)—a positive alignment practice .
- Ownership guidelines: No director stock ownership guideline disclosure found in the proxy (no reference provided).
Governance Assessment
-
Positives
- Independent Audit Chair with SEC “financial expert” status; Audit Committee met 5x in 2024 and issued its report, indicating active oversight; Kennedy signed as Chair .
- Clear director pay structure with balanced cash/equity and reasonable hard caps ($500k; $800k in year one) limiting outlier awards; time‑based RSUs align with shareholder value without encouraging risk taking .
- Prohibition on hedging/pledging enhances alignment and reduces collateral‑based risk signals .
- Documented independence determination includes Kennedy; independent directors meet in executive session regularly .
-
Watch items
- Finance Committee includes a majority of non‑independent directors and is empowered to approve certain affiliate transactions; ensure rigorous application of the Related Party Transactions Policy and appropriate routing of “related person transactions” to the Audit Committee to mitigate conflict risks .
- No explicit disclosure of director stock ownership guidelines or compliance status; investors may prefer formal guidelines to reinforce alignment (no guideline cited).
-
Attendance/engagement
- All directors, including Kennedy, met the ≥75% attendance threshold in 2024 and attended the 2024 Annual Meeting, signaling baseline engagement .
-
Related‑party/Conflicts
- No related‑party transactions involving Kennedy disclosed in the proxy; Audit Committee charter includes review of related person transactions .
Overall implication: Kennedy brings strong financial governance and public company CFO experience to SATL as Audit Chair, with independence and anti‑hedging/pledging policies supporting investor alignment; investors should monitor Finance Committee oversight of affiliate matters to ensure conflict‑sensitive processes remain anchored with the Audit Committee and full Board .