Kerry W. Cooper
Upstart HoldingsAbout Kerry W. Cooper
Kerry W. Cooper, age 53, is Lead Independent Director at Upstart Holdings, Inc. and has served on the Board since March 2021 . She holds a B.S. in Mechanical Engineering from the University of Texas at Austin and an M.B.A. from Harvard Business School, with prior roles as President/COO at Rothy’s and CEO at Choose Energy . Her core credentials are in consumer operating leadership and governance; the Board appointed her Lead Independent Director on April 4, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Acrew Diversify Capital Fund | Executive-in-Residence | Jan 2021–present | Growth-stage investing and advisory |
| Rothy’s | President & Chief Operating Officer | Nov 2017–Jan 2020 | Direct-to-consumer scaling and operations |
| Choose Energy | Chief Executive Officer | 2013–2016 | Consumer energy services leadership |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| PG&E Corp. | Director | Current | Committee roles not disclosed in this proxy |
| TPB Acquisition Corp I | Director | Prior | Special purpose acquisition vehicle |
Board Governance
- Board class: Class III; current term expires 2026 .
- Independence: The Board determined Ms. Cooper is independent under Nasdaq rules .
- Lead Independent Director: Appointed April 4, 2025; responsibilities include presiding over executive sessions, liaising between the Chair and independent directors, agenda input, and stakeholder communications .
- Committee assignments: Chair, Compensation Committee (members: Cooper, Sukhinder Singh Cassidy through her term, Peter Bernard) . Not listed on Audit or Nominating & Corporate Governance Committees .
- Attendance: The Board met five times in FY2024; each director attended at least 75% of Board and committee meetings they served on .
- Committee activity: Compensation Committee met seven times in FY2024; Audit eight; Nominating & Corporate Governance four .
- Compensation committee interlocks: None; no insider participation .
Fixed Compensation
- Outside Director Compensation Policy cash schedule (annual): Board member $35,000; Lead Independent Director $25,000; Compensation Committee Chair $15,000; member $7,500; Audit Chair $20,000; Audit member $10,000; Nominating & Corporate Governance Chair $10,000; member $4,000 .
- 2024 cash fees (earned): Ms. Cooper earned $50,000, consistent with Board member ($35,000) plus Compensation Committee Chair ($15,000) .
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 50,000 | Board member and Comp Committee Chair fees |
- RSU in-lieu-of-cash election: Directors may convert cash retainers into fully vested RSUs granted January 10 following the service year; Ms. Cooper elected RSUs for her 2024 retainer and received 695 RSUs on Jan 10, 2025 .
Performance Compensation
- Annual equity grants: Policy increased annual director RSU grant value to $200,000 effective Jan 1, 2024; initial director grants also $200,000 . Annual RSUs vest on the earlier of one year from grant or immediately before the next annual meeting, subject to service . In a change-in-control, non-employee directors fully vest outstanding awards immediately prior to closing .
- 2024 stock awards (grant-date fair value): $200,990 .
- Outstanding unvested RSUs as of Dec 31, 2024: 8,278 units . No options outstanding for Cooper .
| Metric | 2024 | Mechanics |
|---|---|---|
| Annual RSU grant fair value ($) | 200,990 | Annual RSUs vest by one year or before next AGM |
| RSUs in-lieu-of-cash (units) | 695 | Fully vested on grant (Jan 10 following year) |
| Unvested RSUs outstanding (units) | 8,278 | Outstanding at 12/31/2024 |
| Options outstanding | — | None |
| Change-in-control vesting | Full acceleration | Immediately prior to closing |
No performance metrics are tied to director equity awards; grants are time-based under the policy .
Other Directorships & Interlocks
- Current: PG&E Corp. Director .
- Prior: TPB Acquisition Corp I Director .
- Interlocks/related parties: The company reports no related-party transactions over $120,000 since Jan 1, 2024; the Audit Committee reviews and approves any related-party transactions under its policy .
Expertise & Qualifications
- Education: B.S. Mechanical Engineering (UT Austin); M.B.A. (Harvard Business School) .
- Operating expertise: Consumer operations and leadership (Rothy’s President/COO; Choose Energy CEO) .
- Governance: Selected for Board due to extensive consumer executive experience; appointed Lead Independent Director based on leadership, governance prowess, and business acumen .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Components |
|---|---|---|---|
| Kerry W. Cooper | 18,656 | <1% | Includes directly owned; plus unvested RSUs 8,278 separate |
- Ownership guidelines: Non-employee directors must hold stock equal to 3x annual base cash retainer, with a five-year compliance window and retention of at least 50% of net shares until guidelines are met .
- Hedging/pledging: Prohibited; pledging only via waiver with financial capacity; applies to directors .
- Insider trading policy: Directors covered under the company-wide policy .
Governance Assessment
- Board effectiveness: Cooper’s dual role as Lead Independent Director and Compensation Committee Chair strengthens independent oversight, agenda-setting, and executive session leadership .
- Independence and attendance: Independence affirmed by the Board; attendance ≥75% in FY2024 indicates engagement .
- Pay alignment: Equity-heavy director pay structure (annual $200k RSUs) with optional RSU-in-lieu-of-cash election (695 RSUs in 2025 for 2024 service) enhances alignment with shareholders .
- Conflicts: No related-party transactions reported; Audit Committee policy governs approvals, reducing conflict risk .
- Shareholder feedback: 2025 Say-on-Pay passed with 32,635,176 “For,” 11,605,654 “Against,” 168,296 abstentions; indicates majority support for compensation programs overseen by Cooper’s committee .
- RED FLAGS: None evident—no hedging/pledging (absent waiver), no director-related party transactions, no option repricing .
Director Compensation Details (Reference)
| Component | Policy Amount | Notes |
|---|---|---|
| Board member cash retainer | $35,000 | Annual, paid in arrears |
| Lead Independent Director | $25,000 | Annual; Cooper appointed 4/4/2025 (applies post-2024) |
| Compensation Chair | $15,000 | Chair receives chair fee only |
| Annual RSU grant | $200,000 | Vest by one year or pre-next AGM |
| Initial RSU grant (new directors) | $200,000 | One-year vest |
| Change-in-control | Full vest of director equity | Immediately pre-closing |
Shareholder Vote Snapshot (2025 Annual Meeting)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay (Advisory) | 32,635,176 | 11,605,654 | 168,296 | 20,209,653 |
Additional Board proposals and director elections are detailed in the 2025 proxy and 8-K filings .
Policies Relevant to Governance Risk
- Compensation recovery (clawback): Adopted Dec 1, 2023; applies to executive compensation in the event of accounting restatement .
- Insider trading: Prohibits hedging, short sales, derivative trading; pledging restricted with waiver .
- Stock ownership guidelines: Directors 3x retainer; five-year window; 50% net shares retention until met .
- No tax gross-ups, no option repricing without shareholder approval .
All data citations: