Kelly Campbell
URBAN OUTFITTERSAbout Kelly Campbell
Kelly Campbell, 47, has served on URBN’s Board since 2021 and is classified as an independent director under NASDAQ rules. She is a marketing and subscription business executive who most recently served as President of Peacock (stepped down effective March 15, 2025), and previously President and CMO of Hulu, with earlier roles at Google across Ads and Google Cloud from 2005–2017 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peacock (NBCUniversal) | President | Nov 1, 2021 – Mar 15, 2025 (stepped down) | Led streaming service; executive leadership in D2C subscription media |
| Hulu | President | Feb 2020 – Oct 2021 | Oversaw streaming operations and growth |
| Hulu | Chief Marketing Officer | Aug 2017 – Feb 2020 | Led brand and subscriber acquisition strategy |
| Various roles (Ads, Cloud) | 2005 – 2017 | Go-to-market and cloud ads leadership experience |
External Roles
- No other public company directorships or committee roles are disclosed for Campbell in URBN’s proxy .
Board Governance
- Committee assignments: Member, Compensation and Leadership Development Committee; not Chair. Compensation Committee met four times in FY2025 and comprises independent directors (Chair: Todd R. Morgenfeld; members: Kelly Campbell, Amin N. Maredia, Wesley S. McDonald) .
- Independence: Board determined Campbell is independent; overall Board has eight independent non-employee directors .
- Attendance and engagement: Board held four meetings in FY2025; each director attended at least 75% of Board and committee meetings; directors are expected to attend the annual meeting, and all current directors attended last year’s annual meeting .
- Board leadership: Combined CEO/Chair (Richard A. Hayne) with Lead Independent Director (Edward N. Antoian) overseeing executive sessions and agenda setting; independent directors meet in executive session regularly .
- Nominating and Governance Committee: Campbell is not listed as a member; the committee met four times in FY2025 and is fully independent .
Fixed Compensation
| Component | FY2025 Amount | Details |
|---|---|---|
| Annual cash retainer | $100,000 | Paid in two $50,000 installments (August post-annual meeting; upon fiscal year completion) |
| Committee chair/member fees | Not disclosed | No specific additional chair/member fees disclosed for Campbell beyond standard retainer |
| Meeting fees | Not disclosed | No per-meeting fees disclosed; standard director merchandise discount eligibility noted |
Performance Compensation
| Component | Grant Date | Units/Shares | Fair Value | Vesting/Notes |
|---|---|---|---|---|
| RSUs (annual director grant) | Jun 5, 2024 | 3,700 | $152,144 (3,700 × $41.12) | Discretionary RSU grant under 2017 Plan; director equity is time-based (no performance metrics) |
| Options | — | 0 | — | No options outstanding for Campbell |
| Performance metrics tied to director pay | N/A | — | — | Non-employee director RSUs are time-vested; no performance-based criteria disclosed for director awards |
Note: Fiscal 2025 RSU expense reflected grants from June 5, 2024 and June 6, 2023 (the latter at $31.58 per share), indicating higher grant-date fair value year-over-year due to stock price changes rather than structure changes .
Other Directorships & Interlocks
- None disclosed for Campbell. Compensation Committee interlocks: None; no insider participation; Campbell was not an employee or officer of URBN and no URBN executives served on boards/committees of companies with reciprocity in FY2025 .
Expertise & Qualifications
- Extensive experience in digital media, subscription businesses, and marketing, from senior roles at Peacock and Hulu and earlier tenure at Google Ads and Google Cloud; brings consumer growth and brand strategy expertise relevant to URBN’s omni-channel retail model .
Equity Ownership
| Ownership Detail | Amount | % of Outstanding | Notes |
|---|---|---|---|
| Beneficial ownership (common shares) | 11,550 | <1% | As of March 11, 2025; company-wide shares outstanding: 92,809,665 |
| Outstanding RSUs (director stock awards) | 3,700 | N/A | As of Jan 31, 2025, for non-employee directors; reflects unvested/time-based awards |
| Stock options (exercisable/unexercisable) | 0 | N/A | No options held |
| Pledged shares | Not disclosed | — | No pledging disclosure; URBN policy prohibits hedging/short positions and certain monetization transactions |
| Ownership guidelines | Policy in place | — | Directors must meet stock holding requirements (multiple of cash comp or specified share count) within 5 years of coverage; hold 50% of net shares until compliant |
Governance Assessment
- Positives:
- Independent director with relevant D2C subscription and marketing expertise; active member of the Compensation Committee, which is fully independent and uses an external consultant (Korn Ferry) for benchmarking. Committee met four times in FY2025; Board attendance thresholds met, and annual meeting participation confirmed .
- Director pay structure balances cash retainer and equity; RSU grants promote alignment, with prohibitions on hedging/short positions and stock ownership guidelines supporting skin-in-the-game .
- Strong shareholder support on say-on-pay (≈99% approval in 2024), indicating alignment of broader compensation practices with investor expectations .
- Watch items / potential red flags:
- Combined CEO/Chair structure persists; mitigated by Lead Independent Director and regular executive sessions, but still a governance sensitivity for some investors .
- Family relationships among executives/directors elsewhere on the Board (Hayne family) and one director’s supplier relationship (Bombas) were reviewed and approved; no related-party exposure disclosed for Campbell, but overall board context warrants continued monitoring .
- Director equity is time-based RSUs without performance metrics; common practice, but some investors prefer performance-linked director equity; no evidence of pledging or hedging by directors per policy .
Overall signal: Campbell’s independence, relevant consumer/media expertise, Compensation Committee role, and equity-based alignment are positives for board effectiveness. No conflicts or attendance issues are disclosed for her; broader Board leadership structure and family ties are portfolio-level governance considerations rather than Campbell-specific .