Nicholas Read
Director at BKNG
Board
About Nicholas J. Read
Independent director of Booking Holdings Inc. since 2018; age 60 as of March 31, 2025. Former CEO and CFO of Vodafone Group Plc with extensive global finance and operating experience; currently Executive Chairman of EXA Infrastructure and Senior Advisor to Global Infrastructure Partners (part of BlackRock). Board-designated Audit Committee financial expert and member of both the Audit Committee and the Cybersecurity Subcommittee. Director independence affirmed by the Board; all directors attended at least 75% of Board and applicable committee meetings in 2024; directors also attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vodafone Group Plc | Chief Executive Officer; Board member | CEO: Oct 2018–Dec 2022; Board: 2014–2022 | Led multinational operations and strategy at scale; overseen global telecom footprint |
| Vodafone Group Plc | Group Chief Financial Officer | Apr 2014–Jul 2018 | Global finance leadership; capital allocation and reporting |
| Vodafone Limited (UK) | CFO; CEO (operating company) | Various roles from 2001 | UK operator leadership; P&L responsibility |
| Vodafone Regional (AMEA) | Regional CEO, Africa, Middle East & Asia Pacific | 5 years (pre-2014) | Oversaw regional expansion; board member of Vodacom, Safaricom, Vodafone Qatar; JV boards VHA (Australia), Indus Towers (India) |
| United Business Media Plc | Senior global finance positions | Prior to 2001 | Corporate finance roles |
| Federal Express Worldwide | Senior global finance positions | Prior to 2001 | Corporate finance roles |
External Roles
| Organization | Role | Public/Private | Start |
|---|---|---|---|
| EXA Infrastructure | Executive Chairman | Private | 2023 |
| Global Infrastructure Partners (BlackRock) | Senior Advisor | Private | 2023 |
| Radius Global Infrastructure | Director | Private | N/A (current) |
| Oak Consortium Holdco Ltd | Director | Private | N/A (current) |
| Manchester Metropolitan University | Director | Private/non-profit | N/A (current) |
| nLighten | Chairman | Private | N/A (current) |
| Other current public company directorships | None | — | — |
Board Governance
| Item | Details |
|---|---|
| Independence | Independent director; Board determined all nominees other than CEO were independent in 2025/2024 |
| Committees | Audit Committee (Member); Cybersecurity Subcommittee (Member) |
| Audit Committee financial expert | Designated “Audit Committee Financial Expert” |
| 2024 meetings (counts) | Board 8; Audit 8; Cybersecurity 4; CG 6; T&C 6 |
| Attendance | All directors attended at least 75% of Board/committee meetings; all 12 nominees attended the 2024 annual meeting |
| Executive sessions | Independent directors hold at least two executive sessions annually without management |
| Lead Independent Director | Role held by Charles H. Noski (not Read) |
Fixed Compensation
| Component | Amount/Structure |
|---|---|
| Base cash retainer (2024 program) | $60,000 cash |
| Committee member retainers | Audit member $20,000; Cybersecurity member $10,000 |
| Chair fees (if applicable) | Audit Chair $20,000; CG Chair $15,000; Cyber Chair $15,000; T&C Chair $15,000 (Read is not chair) |
| 2024 cash earned (Read) | $90,000 |
| Meeting fees | Not specified; compensation program structured as retainers |
Performance Compensation
| Element | Terms |
|---|---|
| Annual director RSUs (2024) | 71 RSUs granted May 2024; one-year vest; dividend equivalents accrue; vesting accelerates upon change in control, death, or disability |
| 2024 RSU grant-date fair value (Read) | $265,135 |
| Option awards (2024) | $0 (none granted) |
| Performance metrics | None for director equity; RSUs are time-based (no PSUs for directors disclosed) |
| Clawback policies | Company clawbacks apply to NEO incentive compensation; director-specific clawback not disclosed |
Other Directorships & Interlocks
| Relationship | Description | Governance Conclusion |
|---|---|---|
| EXA Infrastructure vendor | Company purchased certain telecommunication services from EXA Infrastructure, where Read serves as Executive Chair | Board deemed payments immaterial, ordinary course, arm’s-length; independence affirmed |
Expertise & Qualifications
- Leadership and finance expertise from senior roles (CEO and CFO) at a large public company with significant international operations; global business experience across multiple geographies .
- Board-designated Audit Committee financial expert status indicates deep financial reporting and oversight qualifications .
- Chartered credentials: Fellow Chartered Management Accountant; Chartered Global Management Accountant .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (as of 3/31/2025) | 357 shares; less than 1% of 32,699,135 shares outstanding |
| Outstanding RSUs (as of 12/31/2024) | 71 RSUs (director grant), outstanding at year-end |
| Ownership guidelines (directors) | Must own ≥ 10× annual cash retainer (currently $60,000) |
| Compliance status | All non-employee directors met guidelines as of 3/31/2025 except Ms. Grier; Read met guidelines |
| Hedging/pledging | Prohibited for directors (no hedging or pledging of Company stock) |
Governance Assessment
- Committee effectiveness: Read serves on Audit and Cybersecurity, with 2024 meeting cadence suggesting active oversight; designated audit financial expert strengthens committee capability .
- Independence and attendance: Independence affirmed; at least 75% attendance threshold met across directors; directors attend annual meetings, supporting engagement quality .
- Compensation alignment: Director pay split between cash retainers and time-based RSUs with dividend equivalents and standard acceleration conditions; no options or performance-linked equity for directors—typical market practice that limits risk-taking incentives at the board level .
- Potential conflicts: EXA Infrastructure transactions disclosed and deemed immaterial/arm’s-length; nonetheless, continued monitoring warranted due to leadership role at vendor (flag) .
- Shareholder signals: Strong Say‑on‑Pay support (90% in 2024; 88% in 2023) indicates positive investor sentiment toward compensation governance broadly .
- Risk indicators: Section 16(a) compliance noted (no delinquent filings in 2024); hedging/pledging prohibited—reduces alignment risk. No director-specific clawback disclosure for equity, consistent with many boards .
Director Compensation (Read) – 2024
| Component | Amount |
|---|---|
| Fees earned or paid in cash | $90,000 |
| Stock awards (RSUs) | $265,135 |
| Option awards | $0 |
| Total | $355,135 |
Committee Assignments & 2024 Activity
| Committee | Role | Meetings (2024) |
|---|---|---|
| Audit Committee | Member; Audit financial expert | 8 |
| Cybersecurity Subcommittee | Member | 4 |
Attendance & Engagement
| Item | Status |
|---|---|
| Board meetings held (2024) | 8 |
| Attendance threshold | All directors attended ≥75% of Board and committee meetings held while serving |
| Annual meeting attendance (2024) | All 12 nominees attended |
| Executive sessions | Independent directors hold at least two per year without management |
Say‑on‑Pay & Shareholder Feedback (Context)
| Metric | Result |
|---|---|
| 2024 Say‑on‑Pay support | 90% approval |
| 2023 Say‑on‑Pay support | 88% approval |
| Stockholder engagement | Outreach to investors representing ~55% of shares each Spring/Fall; direct Board engagement with top holders |
Related Party Transactions (Monitoring)
| Transaction | Detail | Board Conclusion |
|---|---|---|
| EXA Infrastructure services | Telecommunication services purchased from EXA Infrastructure (Read is Executive Chair) | Immateral amounts; arm’s-length; no independence impairment |
Notes on Insider Trades
- Section 16(a) compliance: Company believes directors and officers complied with all Section 16(a) filing requirements in 2024 (no delinquent reports). Form 4 transaction details for Read are not disclosed in the proxy; monitor ongoing filings.