Kevin Kennedy
About Kevin J. Kennedy
Dr. Kevin J. Kennedy (age 69) is an independent director of UL Solutions and currently chairs the Human Capital and Compensation Committee (HCC) and serves on the Audit Committee. He joined the ULS Board in February 2020. He holds a B.S. in Engineering from Lehigh University and M.S., M.Phil., and Ph.D. degrees from Rutgers University, and completed the NACD Cyber-Risk Oversight Program (CERT certificate from Carnegie Mellon University) . The Board has affirmatively determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quanergy Systems, Inc. | Chief Executive Officer | Mar 2020 – Dec 2022 (company filed voluntary Chapter 11 in Dec 2022) | Technology/operator experience; prior bankruptcy involvement is a risk marker . |
| Blue Ridge Partners | Senior Managing Director | 2018 – 2020 | Commercial and go-to-market advisory experience . |
| Avaya Holdings Corp. | President, CEO, Director | 2008 – 2017 (company filed voluntary Chapter 11 in Jan 2017) | Led public co.; restructuring exposure is a governance risk data point . |
| JDS Uniphase Corporation | Chief Executive Officer | 2003 – 2008 | Public company CEO experience . |
| U.S. Presidential NSTAC | Member | Appointed Jan 2011 | National security telecom advisory credentials . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KLA Corporation (Nasdaq: KLAC) | Director; Audit Committee Chair; Nominating & Governance member | Since 2007 | Capital allocation and audit oversight; audit committee financial expertise . |
| Digital Realty Trust, Inc. (NYSE: DLR) | Director; Talent & Compensation Committee Chair; Nominating & Corporate Governance member | Since 2013 | Compensation design and governance oversight . |
Board Governance
- Committee assignments: HCC Committee Chair; Audit Committee member .
- Audit committee financial expert: The Board determined Dr. Kennedy qualifies as an “audit committee financial expert” under Item 407(d)(5) of Reg S‑K .
- Independence: The Board affirmed he is independent alongside all non-CEO nominees .
- Attendance and engagement: Board met 12 times in 2024; Audit met 7; HCC met 6. Each director attended at least 75% of applicable Board/committee meetings .
- Controlled company context: ULS is a NYSE “controlled company” (UL Standards & Engagement holds ~95.7% voting power) but does not currently intend to use governance exemptions; ULSE retains designation and consent rights and representation across committees per the Stockholder Agreement .
- Self-evaluation: Board and committee self-evaluations concluded operations are effective (2024 cycle) .
Fixed Compensation (Director)
| Component | FY2024 Amount/Terms |
|---|---|
| Cash fees paid (pro‑rata pre/post IPO) | $153,750 to Dr. Kennedy . |
| Program structure (post‑IPO from Apr 2024): Annual retainer | $85,000 cash . |
| Committee chair fees | HCC Chair: $15,000 . |
| Committee member fees | Audit Member: $10,000; HCC Member: $7,500; Finance Member: $6,250; Nominating Member: $6,250 (as applicable) . |
| Pre‑IPO structure (through Mar 31, 2024) | Annualized basic cash retainer $230,000; committee chair/member retainers per schedule; 2024 payments reflect the pro‑rata mix before and after IPO . |
Performance Compensation (Director)
| Equity Award Type | FY2024 Grant | Vesting | Notes |
|---|---|---|---|
| RSUs (annual director grant) | $169,998 grant date fair value (May 1, 2024) | Vest on earlier of one‑year anniversary or next annual meeting; dividend equivalents accrue and vest with RSUs | As of 12/31/24, each director had 4,915 unvested RSUs outstanding (incl. dividend equivalents) . |
No performance-conditioned director equity; director equity is time-based RSUs (no TSR/financial metrics) .
Other Directorships & Interlocks
| Company | Overlap/Interlock Considerations |
|---|---|
| KLA (KLAC) | Dr. Kennedy chairs Audit; potential informational network benefits; no related‑party transactions disclosed by ULS . |
| Digital Realty (DLR) | Dr. Kennedy chairs Compensation; potential expertise transfer; no interlocks/insider participation issues reported in ULS disclosures . |
Expertise & Qualifications
- Technology and industrial leadership (CEOs of Avaya and JDSU; deep public-company governance) .
- Financial expertise suitable for audit oversight; designated audit committee financial expert at ULS .
- Cybersecurity oversight credential (NACD CERT) .
- Human capital and executive pay oversight (chairs ULS HCC; chairs DLR Talent & Compensation) .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Kevin J. Kennedy | 40,641 shares of Class A; <1% ownership | Includes 4,927 RSUs (incl. dividend equivalents) subject to vest within 60 days of 3/26/25; director ownership % is <1% . |
| Director stock ownership guideline | 5x annual cash retainer | All non‑employee directors either met or are in compliance via 100% retention until met . |
| Hedging/pledging | Prohibited: no hedging, short sales, margin or pledging of ULS stock by directors/officers/employees . |
Compensation Committee Analysis (Oversight Quality)
- HCC scope includes CEO/NEO pay, director compensation, incentive plan design, consultants, and ownership guidelines; Dr. Kennedy chairs the committee .
- Independent consultant FW Cook retained by HCC; committee assessed and found no conflicts; best practices include double-trigger CIC vesting, clawback, ownership/retention, and no repricing/tax gross‑ups .
- Compensation risk review (Aug 2024) concluded programs are not reasonably likely to cause material adverse impact; structures balance fixed/variable, corporate/segment, and financial/non‑financial goals .
Say‑on‑Pay & Shareholder Feedback
| Item (Annual Meeting May 20, 2025) | Result |
|---|---|
| Say‑on‑Pay (advisory) | For: 1,438,546,235; Against: 374,149; Abstain: 117,415; strong support under HCC oversight . |
| Say‑on‑Pay frequency | “1 Year” received 1,438,773,011 votes; Board set annual votes . |
Related-Party Transactions and Conflicts
- Audit Committee reviews related-person transactions; no Kennedy-specific related‑party transactions disclosed in the proxy .
- Compensation Committee interlocks/insider participation: none noted for ULS; none of HCC members (incl. Kennedy) have been ULS officers .
- Controlled company dynamics: UL Standards & Engagement holds governance rights (board designees, committee representation, and consent rights on certain actions); this is a structural governance consideration rather than a Kennedy-specific conflict .
Risk Indicators & Red Flags
- Prior bankruptcy involvement: Avaya (filed Ch.11 Jan 2017) and Quanergy (filed Ch.11 Dec 2022) during/after his CEO tenures—relevant to risk assessment and turnaround expertise; context matters but is a visible governance risk marker .
- Hedging/pledging: ULS policy bans both for directors—reduces alignment risk; no pledging reported .
- Meeting attendance: Met minimum thresholds (≥75%); no attendance red flags disclosed .
Governance Assessment
- Positives: Independent director; chairs HCC and serves on Audit with “audit committee financial expert” designation; strong external board experience (KLAC Audit Chair, DLR Comp Chair); robust ULS director ownership/retention, clawback, and no hedging/pledging policies; strong 2025 say‑on‑pay support under his HCC leadership .
- Watch items: History of leading companies that underwent Chapter 11 (Avaya, Quanergy) suggests valuable restructuring experience but also represents a governance risk indicator to monitor; ULS’s controlled company status concentrates voting power and grants consent rights to ULSE, which may affect board latitude though ULS states it does not intend to use exchange exemptions .
Overall, Kennedy brings deep technology, audit, and compensation oversight credentials with strong independence and committee leadership at ULS; investors should balance these strengths against prior bankruptcy involvements at former CEO posts and the structural dynamics of ULS’s controlled company status .