Hilliard C. Terry, III
Upstart HoldingsAbout Hilliard C. Terry, III
Independent Class I director at Upstart Holdings, Inc. since February 2019; age 55 as of April 4, 2025. Former CFO (Textainer Group Holdings, 2012–2018) and VP & Treasurer (Agilent Technologies, joined 1999), with earlier investor relations/investment banking roles at Kenetech, VeriFone, and Goldman Sachs. Education: B.A. in Economics (UC Berkeley) and M.B.A. (Golden Gate University). Selected for board service due to financial expertise and banking industry experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Textainer Group Holdings Limited | EVP & Chief Financial Officer | 2012–2018 | Led finance for global container leasing; public company CFO experience |
| Agilent Technologies, Inc. | Vice President & Treasurer | Joined 1999 | Corporate treasury leadership; pre-spinoff IPO experience |
| Kenetech Corporation; VeriFone, Inc.; Goldman Sachs & Co. | Investor Relations / Investment Banking positions | Not disclosed | Capital markets, IR, and banking exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Asbury Automotive Group, Inc. | Director | Current | Audit Committee; Capital Allocation & Risk Management Committee |
| Colombia Banking System, Inc. | Director | Current | Audit; Enterprise Risk Management; Nominating & Governance Committees |
| Fabletics, Inc. (private) | Director | Current | Private company board oversight |
| Fundbox, Ltd. (private) | Director | Current | Private company board oversight |
Board Governance
- Independence: Determined by the Board to be independent under Nasdaq rules; all standing committees composed solely of independent directors .
- Committee assignments: Audit Committee Chair; committee members are Hilliard C. Terry, III, Mary Hentges, and Ciaran O’Kelly .
- Committee expertise: Board determined Mr. Terry and Ms. Hentges are “audit committee financial experts” (Item 407(d) of Regulation S-K) .
- Meetings and attendance: Board met 5 times in FY2024; each director attended at least 75% of Board/committee meetings for which they were a member. Audit Committee met 8 times in FY2024 .
- Board leadership: Lead Independent Director is Kerry W. Cooper; CEO Dave Girouard serves as Board Chair .
Fixed Compensation
| Component | Policy / Amount | Notes |
|---|---|---|
| Board annual cash retainer | $35,000 per year | Standard for all non-employee directors |
| Audit Committee Chair fee | $20,000 per year | Chair-only fee; member fee not additive for chairs |
| Audit Committee member fee | $10,000 per year | Not applicable when serving as chair |
| Other committee fees | Compensation Chair: $15,000; member: $7,500. Nominating Chair: $10,000; member: $4,000 | For completeness; not his committee |
| 2024 cash earned (Terry) | $55,000 | Consistent with board retainer + audit chair fee |
Performance Compensation
| Component | Policy / Grant Value | Vesting / Triggers |
|---|---|---|
| Annual RSU award | $200,000 grant-date fair value (effective 1/1/2024 policy update) | Vests in full on the earlier of 1-year anniversary or day before next annual meeting; service-based |
| Initial RSU award (for new directors) | $200,000 grant-date fair value | Vests at 1-year anniversary; service-based |
| 2024 stock awards (Terry) | $200,990 | Grant-date fair value under ASC 718 |
| Change-in-control treatment | Full vesting of outstanding director equity immediately prior to closing, subject to continued service through that date | Applies to Initial and Annual Awards |
| RSU elections in lieu of cash | Directors may elect to receive RSUs instead of cash retainers; fully vested at grant | Mechanics and timing specified; Terry’s cash was paid in cash per 2024 table |
Other Directorships & Interlocks
- Public boards: Asbury Automotive Group (audit; capital allocation & risk management) and Colombia Banking System, Inc. (audit; enterprise risk; nominating & governance) .
- Private boards: Fabletics, Inc.; Fundbox, Ltd. .
- Interlocks: No compensation committee interlocks disclosed for FY2024; none of the compensation committee members are or have been Upstart officers. Upstart officers did not serve on other companies’ boards/comp committees during FY2024 .
Expertise & Qualifications
- Audit committee financial expert designation by the Board .
- Extensive CFO and treasury experience (Textainer, Agilent) and capital markets background (Goldman Sachs) .
- Banking industry experience and risk oversight via external board roles .
Equity Ownership
| Measure | Amount | Details |
|---|---|---|
| Total beneficial ownership | 86,659 shares | Less than 1% of outstanding shares |
| Composition | 18,364 shares held of record; 68,295 options exercisable within 60 days of March 1, 2025 | Breakdown per beneficial ownership footnote |
| Outstanding director equity (12/31/2024) | Options: 68,295; Unvested RSUs: 8,278 | As reported in director equity table |
| Stock ownership guidelines (directors) | 3× annual cash retainer; 5-year compliance window through later of Jan 1, 2028 or 5 years from becoming director; retain ≥50% net shares until guideline met | Counting rules for vested RSUs and owned shares; unvested awards and unexercised options excluded |
| Hedging/pledging | Hedging prohibited; pledging generally prohibited absent waiver and financial capacity demonstration | Policy scope and exceptions specified |
Director Compensation (FY2024)
| Item | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash | $55,000 | Board retainer + audit chair fee |
| Stock awards (grant-date fair value) | $200,990 | Annual RSU award under policy |
| Total | $255,990 | Sum of cash and stock awards |
Board Governance Signals
| Item | Result | Context |
|---|---|---|
| 2024 Director election (Class I) | For: 21,852,910; Withheld: 585,979; Broker non-votes: 24,742,404 | Hilliard C. Terry, III re-elected with strong support (May 29, 2024) |
| Board & committee activity | Board met 5 times; Audit Committee met 8 times | Each director attended ≥75% of meetings |
| Say-on-Pay (company-level) | 2024: For 20,182,404; Against 2,077,758; Abstain 178,727; BNV 24,742,404 | Advisory approval (May 31, 2024) |
| Say-on-Pay (company-level) | 2025: For 32,635,176; Against 11,605,654; Abstain 168,296; BNV 20,209,653 | Advisory approval (May 23, 2025) |
Related Party Transactions & Conflicts
- No related party transactions over $120,000 since January 1, 2024, other than standard severance/change-in-control agreements and indemnification agreements for directors and officers .
- Audit Committee reviews and approves any related party transactions; policy outlines thresholds and exclusions, including charitable donations and third-party transactions under specified limits and conditions .
Governance Assessment
- Strengths: Independent director; Audit Committee Chair; designated audit committee financial expert; broad CFO/treasury and banking experience; robust attendance standard met; clear ownership guidelines and clawback policy; prohibitions on hedging/pledging; no related-party transactions involving him disclosed .
- Alignment: Director compensation balanced between cash ($55k) and equity ($200,990) with service-based RSU vesting; beneficial ownership includes vested/unvested awards and options, with total beneficial ownership of 86,659 shares, supporting skin-in-the-game albeit under 1% of shares outstanding .
- Engagement: Strong shareholder support in 2024 director election; company-level Say-on-Pay approvals in 2024 and 2025 suggest broader investor confidence in governance and pay practices .
- Watch items: External directorships at an automotive retailer and a bank holding company introduce potential informational interlocks; however, Upstart disclosed no related party transactions and applies formal related-party approval policies .
- RED FLAGS: None disclosed (no option repricing; no tax gross-ups; hedging/pledging prohibited absent waiver; no RPTs involving Mr. Terry) .