Mirian Graddick-Weir
Director at BKNG
Board
About Mirian M. Graddick‑Weir
Independent director of Booking Holdings since 2018; age 70 as of March 31, 2025. Former EVP of Human Resources at Merck and senior HR executive at AT&T, bringing deep global human capital and compensation oversight expertise. Currently chairs BKNG’s Talent & Compensation Committee; serves on Yum! Brands’ board. Holds a Ph.D. (field not specified in BKNG filings). Years on BKNG board: ~7 years.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | Executive Vice President, Human Resources | 2008–Nov 2018 | Led global HR for a leading pharmaceutical company |
| Merck & Co., Inc. | Senior Vice President, Human Resources | Sep 2006–Jan 2008 | Senior HR leadership |
| AT&T | Executive Vice President, Human Resources & Employee Communications | 2004–2006 | Oversaw HR and employee communications |
| AT&T | Executive Vice President, Human Resources | 1999–2004 | Led HR for ~47,000 employees |
| AT&T | Joined the company | 1981 | Progressed through HR leadership roles |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Yum! Brands, Inc. | Independent director | Since 2012 | Chair, Nominating & Governance; Member, Management Planning & Development |
Board Governance
- BKNG committee assignments: Chair, Talent & Compensation Committee; no Audit, Corporate Governance, or Cybersecurity roles indicated for Dr. Graddick‑Weir .
- Committee meeting cadence in 2024: Board 8; Talent & Compensation 6; Audit 8; Corporate Governance 6; Cybersecurity 4 .
- Independence: Board determined all nominees except CEO Glenn Fogel are independent; Dr. Graddick‑Weir is independent .
- Attendance: All directors attended at least 75% of board and committee meetings in 2024; all nominees attended the 2024 annual meeting .
- Executive sessions: Independent directors hold at least two executive sessions per year .
- Governance quality signals: Majority independent board; majority voting; proxy access; no poison pill; separate independent Chair; Lead Independent Director (Charles Noski) .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Talent & Compensation | Chair | 6 | Oversees CEO pay, NEO comp, HCM, succession (non-CEO), compensation risk; retained independent consultant Semler Brossy |
| Audit | — | 8 | Not a member |
| Corporate Governance | — | 6 | Not a member |
| Cybersecurity Subcommittee | — | 4 | Not a member |
Fixed Compensation (Non‑Employee Director Pay – 2024)
| Component | Value/Detail | Evidence |
|---|---|---|
| Cash fees (earned) | $98,556 | |
| Stock awards (RSUs; grant date value) | $265,135 | |
| Total (cash + equity) | $363,691 | |
| Annual director base pay | $60,000 cash retainer | |
| Director annual RSU grant | RSUs valued ≈$265,000; 71 shares granted May 2024; one‑year vest; dividend equivalents | |
| Committee chair fee (T&C chair) | $15,000 | |
| T&C member retainer | $15,000 |
Notes: 2024 equity grants for directors were RSUs with dividend equivalents paid only if vesting occurs; vest accelerates upon change in control or death/disability; Glenn Fogel receives no additional board pay .
Performance Compensation (Director)
| Performance‑linked elements in director pay | Status |
|---|---|
| PSUs/Options/Performance metrics for directors | None; director equity is time‑based RSUs; no performance metrics or options disclosed for directors |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | Yum! Brands, Inc. (since 2012) |
| Committee interlocks/conflicts | BKNG disclosed ordinary‑course transactions for certain directors; Dr. Graddick‑Weir not listed—no related‑party transactions disclosed for her |
| T&C Committee interlocks | T&C comprised of independent directors; no related person transactions in the last fiscal year; no cross‑comp committee/board interlocks involving BKNG’s NEOs |
Expertise & Qualifications
- Global senior executive experience across Merck and AT&T; extensive human resources leadership (compensation, benefits, recruiting, training) .
- BKNG skills matrix highlights finance and global business experience for Dr. Graddick‑Weir .
- Aligns closely with BKNG’s oversight needs in human capital management and pay governance .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 848 shares; <1% | Based on 32,699,135 shares outstanding as of Mar 31, 2025; “*” indicates <1% |
| RSUs outstanding (director awards) | 844 RSUs | Includes 773 vested RSUs with receipt deferred for tax planning; remainder expected to vest per director program |
| Hedging/pledging | Prohibited for directors | Company prohibits hedging/pledging; 10b5‑1 plan guardrails also disclosed |
| Director ownership guideline | ≥10× annual cash retainer ($60,000) | All non‑employee directors met guideline as of Mar 31, 2025 (except new director Grier) |
Governance Assessment
- Committee leadership and engagement: As T&C Chair, Dr. Graddick‑Weir oversaw material improvements to BKNG’s pay design—instituted an individual bonus cap (2× target), shifted LTI mix to 60% PSUs/40% RSUs, embedded absolute TSR governor and rTSR modifier—supported by robust shareholder outreach (≈55% of shares contacted in Spring and Fall) and strong say‑on‑pay results (90% in 2024; 88% in 2023) .
- Independence and conflicts: Independent status affirmed; no related‑party transactions disclosed for her; director policies prohibit hedging and pledging, and Audit Committee reviews any related‑party transactions ≥$120,000 .
- Attendance and effectiveness: Board/committee cadence is strong; all directors met at least 75% attendance in 2024; frequent executive sessions; clear separation of Chair and CEO with Lead Independent Director structure .
- Ownership alignment: Meaningful director RSU grants and stringent ownership guidelines; Dr. Graddick‑Weir meets guideline; uses deferral for tax planning, which maintains economic exposure .
Overall signal for investors: Positive governance influence via disciplined pay‑for‑performance architecture and shareholder engagement under her T&C leadership; no evident conflicts; policies (clawbacks, hedging/pledging bans, ownership guidelines) support alignment and investor confidence .