Robert Mylod
Chair of the Board at BKNG
Board
About Robert J. Mylod, Jr.
Independent Chair of the Board at Booking Holdings (BKNG) since June 2020; age 58 as of March 31, 2025; director since 2017. Background includes Managing Partner at Annox Capital (founded 2013) and prior BKNG executive roles (Vice Chair, Head of Worldwide Strategy & Planning, CFO) from 1999–2011, giving deep finance and technology operating experience; Board has determined he is independent. He serves on the Talent & Compensation Committee (member) and is responsible for Board leadership, agendas with the Lead Independent Director, CEO performance input, and engagement with major stockholders on a case-by-case basis.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Booking Holdings (formerly Priceline Group) | Vice Chair; Head of Worldwide Strategy & Planning; CFO | 1999–2011 | Helped lead during sustained global growth; significant finance/strategy leadership |
| Annox Capital Management | Managing Partner (founder) | 2013–present | Private investment leadership; tech and finance expertise |
| Redfin | Director; Chair of the Board (2016–2020); Audit Committee member (2013–2018) | 2013–2020 | Chaired Board; audit oversight; tech-enabled real estate |
| Dropbox | Director; Audit & Compensation Committee member | 2014–2021 | Public company governance; finance and pay oversight |
| Freightos | Director | 2014–2023 | Global logistics platform governance |
| Stonington Partners | Principal | Prior to 1999 | Private equity investing background |
External Roles
| Organization | Role | Tenure/Status | Committees |
|---|---|---|---|
| Vroom, Inc. (public) | Executive Chair; Director | Executive Chair since May 2022; Director since 2015; “other current public directorships: Vroom (since IPO 2020)” | Audit Chair; Compensation Committee member |
Board Governance
- Committee assignments: Talent & Compensation Committee member; Board Chair (independent).
- Independence: Board determined all nominees other than the CEO (Fogel) are independent for 2025 and 2024, including Mylod.
- Board/committee activity and attendance: Board met 8 times in 2024; Audit 8, Corporate Governance 6, Talent & Compensation 6, Cybersecurity Subcommittee 4; all directors attended ≥75% of meetings; all director nominees attended the 2024 annual meeting.
- Leadership structure and engagement: Separate Chair and CEO; Chair sets agendas with Lead Independent Director; available for consultation with major stockholders as appropriate. Independent directors hold at least two executive sessions annually.
- Director stock ownership guidelines: Non-employee directors must own shares ≥10× the annual base cash retainer ($60,000). All directors met requirements as of March 31, 2025 except Ms. Grier (expected to meet after May 2025 vest).
- Hedging/pledging prohibitions: Directors are prohibited from hedging or pledging BKNG stock; short-selling and options trading are not permitted.
Fixed Compensation (Non-Employee Director)
| Component | Structure | 2024 Amounts/Details |
|---|---|---|
| Base cash retainer | $60,000 cash | Program rate |
| Committee/member retainers | Audit $20,000; T&C $15,000; CG $10,000; Cyber Subcommittee $10,000 | Program rates |
| Chair premiums | Non-employee Chair premium in RSUs valued ≈$110,000 | Program design |
| Equity grant (annual) | RSUs valued ≈$265,000; 71 shares granted May 2024; 1-year vest; dividend equivalents payable only if vesting conditions met | Program design and 2024 grant specific |
| 2024 actual (Mylod) | Cash fees earned: $100,000; Stock awards grant-date fair value: $373,429 | Individual compensation table |
Vesting and dividends: 2024 director RSUs vest on the one-year anniversary of grant; dividend equivalents paid only upon meeting vesting conditions.
Performance Compensation
- Non-employee directors do not receive performance-based equity (no PSUs) or bonus metrics; awards are time-based RSUs.
- Executive compensation metrics overseen by the Talent & Compensation Committee (of which Mylod is a member) — for NEOs:
- Short-term bonus pool: equally weighted Revenue and Compensation EBITDA; target growth 9%/9%, max 14%/18%, actual 2024 10%/15% → bonus pool funded at 2.07× target; NEO payouts ≈2× target capped at 2×.
- Long-term PSUs (3-year performance period): equally weighted Revenue and Compensation EBITDA goals with ranges and 2× cap; rTSR modifier ±25% and absolute TSR governor capping vesting at target if TSR ≤0.
| Program | Metric | Threshold | Target | Max | Notes |
|---|---|---|---|---|---|
| 2024 Bonus (NEOs) | Revenue YoY growth | — | 9% | 14% | Actual 10% |
| 2024 Bonus (NEOs) | Compensation EBITDA YoY growth | — | 9% | 18% | Actual 15% |
| 2024 PSUs (NEOs) | 3-year Revenue (’24–’26) | <$64.1B → 0x | $75.8B → 1x | >$80.3B → 2x | rTSR modifier; TSR governor applies |
| 2024 PSUs (NEOs) | 3-year Comp EBITDA (’24–’26) | <$19.9B → 0x | $25.4B → 1x | >$27.9B → 2x | rTSR modifier; TSR governor applies |
| rTSR Modifier | Percentile bands | <25th: 0.75x | 40th–60th: 1.0x | >75th: 1.25x (overall 2x cap) | Subject to TSR governor (absolute TSR must be >0 for >1x) |
Other Directorships & Interlocks
| Company | Status | Relationship to BKNG | Board Independence Review |
|---|---|---|---|
| Vroom, Inc. | Public; Executive Chair/Director | No disclosed transactions with BKNG | Not cited in related-party review for BKNG |
| Evolve Vacation Rentals (private) | Director | Paid BKNG commissions on accommodation reservations | Board deemed ordinary-course, arm’s-length, immaterial; independence maintained |
The Corporate Governance Committee annually assesses independence and determined Mylod remains independent despite ordinary-course transactions with entities where directors serve.
Expertise & Qualifications
- Finance, technology, and global business leadership; long tenure in public-company governance and audit/compensation oversight across tech-enabled marketplaces and logistics.
- Prior BKNG executive roles provide deep company and industry knowledge; Board cites “significant experience and expertise as a leader in finance and global technology businesses.”
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Robert J. Mylod, Jr. | 3,625 | * (<1%) | Includes 1,000 shares held by Annox Capital, LLC; Mylod disclaims beneficial ownership except to pecuniary interest |
| RSUs outstanding (director) | 1,225 | — | Includes 1,125 vested deferred shares (delivery 90 days post-board service termination) |
| Guideline compliance | Met | — | Non-employee directors must hold ≥10× cash retainer; all met as of March 31, 2025 (except Ms. Grier) |
| Hedging/Pledging | Prohibited | — | Directors cannot hedge, pledge, or short sell BKNG stock |
Note: “*” indicates less than 1% ownership as defined in the proxy.
Governance Assessment
- Strengths
- Independent Chair with defined shareholder engagement responsibilities; Lead Independent Director retained, enhancing oversight.
- Robust director ownership guidelines and prohibitions on hedging/pledging align director incentives with shareholders.
- Active role on T&C Committee; strong say-on-pay support (90% in 2024; 88% in 2023) suggests investor confidence in compensation oversight.
- Board determined ordinary-course transactions involving companies where directors serve (including Evolve Vacation Rentals) were immaterial and did not impair independence.
- Watch items / RED FLAGS (monitor)
- Former BKNG officer on T&C Committee can raise perceived independence concerns; company affirms independence under Nasdaq and SEC rules and discloses no related-person transactions for T&C members.
- Ordinary-course commissions from Evolve Vacation Rentals (where Mylod is a director) require ongoing materiality and arm’s-length monitoring to avoid conflict perceptions.
Insider Trades and Section 16 Compliance
- The company believes directors and executive officers complied with all Section 16(a) filing requirements in 2024.