Terri Kelly
UNITED RENTALSAbout Terri L. Kelly
Independent director of United Rentals since 2018; age 63. Former President and CEO of W. L. Gore & Associates (2005–2018) after joining Gore in 1983; mechanical engineering, summa cum laude, University of Delaware. Current URI committee roles: Compensation, Nominating & Corporate Governance, and Strategy; chairs the Strategy Committee. Key expertise includes leading global transformations, innovation, product development, portfolio and brand management, associate engagement, and leadership development .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| W. L. Gore & Associates | President & CEO | 2005–2018 | Led global enterprise (~10,000 associates; 45+ sites); drove transformation across consumer, defense, industrial, medical devices, pharmbio; deep product/innovation portfolio leadership . |
| W. L. Gore & Associates | Engineer and various executive roles | 1983–2005 | Cross‑industry technical and operating roles; foundation in advanced materials and product development . |
| Federal Reserve Bank of Philadelphia | Economic and Advisory Council (member) | Prior service (dates not specified) | External economic perspective; advisory exposure . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ASML Holding N.V. | Supervisory Board member | Current | Global semiconductor EUV equipment leader; public company governance experience . |
| Alfred I. duPont Charitable Trust | Trustee | Current | Beneficiary is Nemours Foundation (children’s health system) . |
| University of Delaware | Trustee | Current | Higher education governance . |
| Management Executive Society; International Women’s Forum | Member | Current | Executive networks . |
Board Governance
- Committee memberships: Compensation; Nominating & Corporate Governance; Strategy (Chair) .
- Independence: Determined independent under NYSE and URI categorical standards .
- Attendance: Board met 7x in 2024; all then‑current directors attended 100% of Board and committee meetings except one director at 88% (individual not named) .
- Executive sessions: Independent directors met in executive session 4 times in 2024 .
- Lead Independent Director: Bobby Griffin through the 2025 annual meeting; Gracia Martore designated to assume role immediately thereafter (Kelly not designated) .
- Director education: 2024 programming included AI trends, cybersecurity landscape, board/committee evaluation best practices, succession planning; ongoing governance updates .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer (Director) | $120,000 | Standard non‑management director retainer . |
| Strategy Committee Chair fee | $15,000 | Chair retainer level for Strategy Committee . |
| Total cash earned (2024) | $135,000 | Reported for Kelly . |
| Annual equity grant (RSUs) | $175,059 | Fully vested RSUs; grant date May 9, 2024; 254 RSUs; grant-date price $689.21; settlement generally after 3 years or earlier upon termination/change-in-control (subject to deferral) . |
| Director stock ownership guidelines | 5× annual cash retainer | All non‑management directors in compliance as of 12/31/2024; anti‑hedging and anti‑pledging policy applies . |
Performance Compensation
| Plan/Metric | Structure | Weighting/Targets | 2024 Outcome |
|---|---|---|---|
| Director equity awards | Fully vested RSUs (no performance criteria) | N/A | Annual grant; settlement deferral mechanics only—no performance metrics tied to director awards . |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict with URI |
|---|---|---|
| ASML Holding N.V. | Supervisory Board member | No URI‑disclosed related‑party transactions or independence exceptions involving Kelly; URI independence disclosures cite immaterial customer/supplier ties for other directors (Aramark, Johnson Controls), not Kelly . |
Expertise & Qualifications
- Public-company leadership; large-scale P&L oversight; capital-intensive industry familiarity; international experience; product development and distribution; sales/marketing perspective through Gore’s brands; organizational and communication strength .
- Strategy chair role aligns with technical/innovation profile and long-term planning oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | RSUs Outstanding (fully vested) | Notes |
|---|---|---|---|---|
| Terri L. Kelly | 6,503 | <1% | 3,319 | Beneficial ownership table as of 3/14/2025; director RSU count as of 12/31/2024 (includes deferrals where applicable); directors subject to anti‑pledging/hedging; all non‑management directors in guideline compliance . |
Governance Assessment
- Board effectiveness: Independent director with deep operating and innovation experience; chairs Strategy Committee—positive for long‑term strategic oversight in a capital‑intensive, cyclical business .
- Alignment: Mix of cash retainer plus fully vested RSUs, settlement deferral, and robust stock ownership guidelines (5× retainer) supports alignment; anti‑hedging/anti‑pledging reduces misalignment risk .
- Independence and engagement: Confirmed independent; board maintained strong overall attendance and frequent executive sessions—signals active oversight and healthy independent director dialogue .
- Shareholder signals: Advisory “say‑on‑pay” support was strong (94% in 2024 and similarly strong in 2025), suggesting investor confidence in compensation governance; ongoing outreach programs to investors reported .
- Potential conflicts: No URI‑disclosed related‑party transactions involving Kelly; independence disclosures did not flag Kelly—routine policy and Audit Committee oversight in place .
RED FLAGS: None disclosed specific to Kelly. Director awards are not performance‑based (common at peers), but ownership guidelines, settlement deferral, and anti‑hedging/pledging mitigate alignment concerns .