Charles Noski
Lead Independent Director at BKNG
Board
About Charles H. Noski
Lead Independent Director of Booking Holdings since 2020; independent director since 2015; age 72 as of March 31, 2025. Former Vice Chairman and CFO of Bank of America; CFO and director at Northrop Grumman; Vice Chairman and CFO of AT&T; senior executive at Hughes Electronics; Partner at Deloitte. Recognized audit committee financial expert; extensive board leadership at Microsoft, Wells Fargo, Hewlett Packard Enterprise, and MIO Partners .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America | Vice Chairman; previously EVP & CFO | Retired 2012 | Senior finance leadership at large bank |
| Northrop Grumman | CFO; Corporate Vice President; Director | Prior to BoA | Board service; defense industry finance |
| AT&T Corporation | Vice Chairman; CFO | Prior to Northrop | Telecom finance leadership |
| Hughes Electronics | Vice Chairman; President & COO; other senior roles | Prior to AT&T | Operational leadership in electronics/media |
| Deloitte & Touche LLP | Partner (1983); 17 years at firm | 1973–1990 | Audit/accounting expertise |
| Microsoft Corporation | Director; Audit Committee Chair; Governance & Nominating | 2003–2019 | Led audit oversight at mega-cap tech |
| Wells Fargo & Company | Director; Board Chair (Mar 2020–Aug 2021); Governance/Nominating Chair; Audit Chair | 2019–2021 | Crisis governance; chaired board and key committees |
External Roles
| Organization | Role | Since | Committees |
|---|---|---|---|
| Hewlett Packard Enterprise Company | Director | 2020 | Chair, Finance & Investment; Member, Nominating & Governance |
| MIO Partners, Inc. | Director | 2022 | Risk Committee; Audit Committee |
Board Governance
- Current BKNG roles: Lead Independent Director since June 2020; Chair, Corporate Governance Committee; Member, Audit Committee; independent director (Nasdaq and SEC standards) .
- Responsibilities as Lead Independent Director include: calling and leading independent director sessions; co-setting Board agendas with Chair/CEO; overseeing information flow quality; investor engagement when appropriate; authorizing Board advisors .
- Committee meeting cadence in 2024: Audit (8), Corporate Governance (6); Cybersecurity Subcommittee (4) and Talent & Compensation (6) for Board context .
- Attendance and engagement: Board held eight meetings in 2024; all directors attended ≥75% of Board and committee meetings; all twelve nominees attended the 2024 annual meeting .
- Election signal (2025 AGM): Noski received 26,148,305 For / 1,364,317 Against; broker non-votes 1,387,093 .
- Independence with ordinary-course transactions: BKNG purchased products/services from entities affiliated with certain directors, including HPE for which Noski is a director; all amounts deemed immaterial and arm’s-length; independence maintained .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Base cash retainer | $60,000 | Basis for director ownership guideline (10× cash retainer) |
| Lead Independent Director premium | $40,000 | Additional cash fee |
| Audit Committee member retainer | $20,000 | Additional cash fee |
| Corporate Governance Committee chair premium | $15,000 | Additional cash fee |
| Corporate Governance Committee member retainer | $10,000 | Additional cash fee |
| Total cash fees (Noski) | $145,000 | Reported 2024 fees earned in cash |
| Annual director RSU grant | $265,135 | Grant date fair value; 71 RSU shares; 1-year vest; dividend equivalents payable only on vest; acceleration on change in control, death or disability |
Performance Compensation
| Equity Award Type | Performance Metrics | Vesting | Notes |
|---|---|---|---|
| RSUs (non-employee directors) | None disclosed for directors | Cliff vest at 1 year | Dividend equivalents paid only if vesting conditions met |
BKNG’s non-employee director compensation program uses time-based RSUs; no PSUs or performance metrics are disclosed for directors .
Other Directorships & Interlocks
| Company | Relationship to BKNG | Transaction/Interlock | Board View |
|---|---|---|---|
| Hewlett Packard Enterprise (HPE) | Noski is a director | BKNG purchased computer products and data center services from HPE | Amounts immaterial; arm’s-length; independence retained |
| (Broader context: multiple directors have affiliations with vendors; all reviewed under independence guidelines) |
Expertise & Qualifications
- Audit committee financial expert designation; currently serves on BKNG Audit Committee .
- Deep finance, accounting, and large-scale corporate governance expertise across banking, defense, telecom, and technology sectors .
- Lead independent director responsibilities emphasize oversight quality, agenda-setting, investor access, and independence safeguards .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (Noski) | 1,245 shares | Includes 50 shares held by a family trust |
| Deferred vested shares | 209 shares | Vested RSUs deferred; issuable 90 days after end of Board service; not counted in beneficial ownership table |
| Ownership % of shares outstanding | <1% | Based on 32,699,135 shares outstanding (Mar 31, 2025) |
| Director stock ownership guideline | ≥10× $60,000 cash retainer | All non-employee directors met guidelines as of Mar 31, 2025 (except Ms. Grier) |
| Hedging/pledging | Prohibited | Directors may not hedge or pledge BKNG securities |
Governance Assessment
- Board effectiveness: Noski’s dual role as Lead Independent Director and CG Committee Chair supports independent oversight (executive sessions, agenda control, CEO performance input, board refreshment) .
- Independence and conflicts: Ordinary-course HPE purchases present a potential interlock but were reviewed and deemed immaterial; independence preserved—mitigates conflict risk .
- Attendance and engagement: Robust meeting cadence; ≥75% attendance for all directors; strong annual meeting participation signals commitment .
- Shareholder signals: 2025 election support for Noski was solid (26.15M For), though with higher “Against” than several peers; say‑on‑pay passed with 24.29M For vs 3.16M Against—continued investor support for compensation governance .
- Director pay and alignment: Balanced mix of cash (role/committee premia) and equity (time‑based RSUs with dividend equivalents only upon vesting); ownership guidelines enforced; hedging/pledging bans—strong alignment with shareholders .
RED FLAGS
- Related-party exposure: HPE transactions require ongoing monitoring, but currently assessed as immaterial and arm’s-length .
- Election opposition: Elevated “Against” votes vs some peers may warrant proactive shareholder outreach; raw vote data provided above .
Supporting Vote Data
| Proposal (2025 AGM) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election: Charles H. Noski | 26,148,305 | 1,364,317 | — | 1,387,093 |
| Say‑on‑Pay (2024 executive compensation) | 24,288,898 | 3,156,175 | 67,549 | 1,387,093 |
Committee Meetings (2024)
| Committee | Meetings |
|---|---|
| Audit | 8 |
| Corporate Governance | 6 |
Director Compensation Program (2024)
| Component | Cash | Equity |
|---|---|---|
| Base | $60,000 cash retainer | RSUs valued ~$265,000; 71 shares; 1-year vest; dividend equivalents payable only if vested |
| Leadership/Committee | LID $40,000; Audit Member $20,000; CG Chair $15,000; CG Member $10,000 | — |
All information cited from Booking Holdings’ 2025 DEF 14A and the June 4, 2025 8‑K reporting annual meeting results.