Ciaran O’Kelly
Upstart HoldingsAbout Ciaran O’Kelly
Ciaran O’Kelly (age 56) has served as an independent director of Upstart Holdings, Inc. since April 2018; his current Class III term runs through the 2026 annual meeting. He is Chief Executive Officer of Prime Financial Technologies (since 2022), and previously held senior leadership roles in global equities at Nomura Securities and Bank of America; he holds a B.B.S. from Dublin City University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nomura Securities (Americas) | Senior Managing Director; Head of Equities for the Americas | Not disclosed | Led regional equities franchise |
| Bank of America | Head of Global Equities; Head of Equity Capital Markets | Not disclosed | Led global equities and ECM businesses |
| Salomon Smith Barney | Head of Equity Trading | Not disclosed | Led trading operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Prime Financial Technologies | Chief Executive Officer | 2022–present | Private company; fintech domain |
| Square Financial Services, Inc. | Director | Not disclosed | Prior directorship; unit of Block, Inc. |
| Bank of America Securities | Director | Not disclosed | Prior directorship |
| Nomura Securities International | Director | Not disclosed | Prior directorship |
Board Governance
- Independence: The Board determined O’Kelly is independent under Nasdaq standards; he also serves on fully independent board committees .
- Committee assignments: Audit Committee member (audit met 8 times in 2024); Nominating & Corporate Governance Committee Chair (committee met 4 times in 2024) .
- Board attendance: In FY2024, the Board held 5 meetings; each director attended at least 75% of Board and committee meetings for which they were a member. All but one director attended the 2024 annual meeting of stockholders .
- Lead Independent Director: Not applicable to O’Kelly; Kerry W. Cooper serves as Lead Independent Director, presiding over executive sessions and independent director meetings .
Fixed Compensation
| Component | Policy Rate (Annual) | O’Kelly 2024 Cash Earned | Notes |
|---|---|---|---|
| Board retainer (cash) | $35,000 | $35,000 | Outside Director Compensation Policy |
| Audit Committee member fee | $10,000 | $10,000 | Independent audit committee |
| Nominating & Corporate Governance Chair fee | $10,000 | $10,000 | Chair role |
| Meeting fees | None | $0 | Not paid under policy |
| Total cash fees | — | $55,000 | Matches policy components |
- Retainer-in-RSUs election: O’Kelly elected to receive annual retainer fees in RSUs for FY2024; 765 RSUs were granted on January 10, 2025, fully vested at grant per policy .
Performance Compensation
| Equity Award Type | FY2024 Grant Value | Grant Mechanics | Vesting Terms | Change-in-Control Treatment |
|---|---|---|---|---|
| Annual RSU award (non-employee director) | $200,990 | Granted at 2024 annual meeting; fair value under ASC 718 | Vests in full on earlier of one year from grant or day before next annual meeting, subject to service | Full vesting immediately prior to closing, subject to service through date |
| Retainer RSUs (in lieu of cash) | Value equals cash retainer elected; 765 RSUs for O’Kelly (granted Jan 10, 2025) | Election by Dec 31; granted after year-end; fair value equals cash retainer | Fully vested on grant date | N/A (already vested) |
- Non-employee director equity framework: Initial RSU $200,000 at board start; annual RSU $200,000 thereafter (increased from $165,000 effective Jan 1, 2024); chair fee for nominating committee increased from $8,000 to $10,000 in March 2024 (Compensia-advised) .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Compensation committee interlocks | None: no member of the compensation committee has served as an executive officer of Upstart; no executive served on another company’s board or comp committee where an interlock exists . |
| Related-party transactions | None >$120,000 since Jan 1, 2024 involving directors or their immediate families; board has policies and audit committee oversight for RPTs . |
Expertise & Qualifications
- Capital markets and trading leadership: Senior roles across global equities and ECM (Nomura; Bank of America); prior head of equity trading (Salomon Smith Barney), supporting audit committee financial literacy (board has designated Terry and Hentges as audit committee financial experts) .
- Fintech operating experience: CEO of Prime Financial Technologies; prior full-time work at Square (Block, Inc.) from 2020–2021 .
- Governance experience: Director roles at financial institutions; current chair of nominating & corporate governance at Upstart .
- Education: Bachelor of Business Studies (B.B.S.), Dublin City University .
Equity Ownership
| Metric | Amount |
|---|---|
| Shares held directly | 19,248 shares |
| Options exercisable within 60 days (Mar 1, 2025) | 192,443 shares underlying options |
| Unvested RSUs (as of Dec 31, 2024) | 8,278 RSUs |
| Total beneficial ownership | 211,691 shares; less than 1% of outstanding common stock |
| Shares pledged | None disclosed; company policy generally prohibits pledging absent waiver . |
Stock Ownership Guidelines for Directors: 3x annual base cash retainer with a five-year compliance window (through the later of Jan 1, 2028 or five years from becoming a director); retention of at least 50% of net shares until compliant. Guideline measurement methodology is defined by average closing prices across specified 60-day windows; unvested full-value awards and unexercised options do not count toward compliance .
Governance Assessment
- Board effectiveness: O’Kelly strengthens risk oversight via audit committee membership (8 meetings in 2024) and shapes board composition, evaluation, and governance as chair of the nominating & governance committee (4 meetings in 2024) .
- Independence and attendance: Independent under Nasdaq rules; attended at least 75% of Board/committee meetings; no compensation interlocks; governance processes include annual self-evaluations and independent advisor use (Compensia) .
- Alignment and incentives: Director pay is balanced—$55,000 cash plus ~$201,000 equity; RSU vesting is time-based with full vesting at change-in-control, consistent with typical board-alignment practices. His election to receive retainer as RSUs (765 units) modestly increases equity alignment .
- Policies reducing red flags: Robust RPT policy and audit committee pre-approval; clawback policy for executives; prohibition on director hedging and pledging; stock ownership guidelines with retention requirements .
- Potential conflicts: External CEO role in fintech (Prime Financial Technologies) suggests industry adjacency; however, no related-party transactions involving O’Kelly were disclosed for FY2024, and board independence determination stands. Continued monitoring for any future business dealings or pledging is prudent. No legal proceedings or investigations involving the director are disclosed in the proxy .
RED FLAGS: None disclosed in FY2024 for related-party transactions, hedging/pledging, or attendance. Change-in-control full vesting for director RSUs is standard but should be noted for potential pay optics in control transactions .