Sumit Singh
Director at BKNG
Board
About Sumit Singh
Sumit Singh (age 45) is an independent director of Booking Holdings, serving since 2022. He is the Chief Executive Officer of Chewy, Inc. (since March 2018) and joined Chewy’s board in April 2019 after leading its 2019 IPO; prior roles include senior leadership at Amazon (2013–2017) and Dell Technologies . He brings e-commerce, technology, retail, and logistics leadership expertise to BKNG’s board and serves on the Talent & Compensation Committee (T&C) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amazon | Worldwide Director, Consumables (Fresh & Pantry) | 2015–2017 | Led consumables businesses |
| Amazon | GM, North American merchant fulfillment & third-party businesses | 2013–2015 | Operated large-scale marketplace functions |
| Dell Technologies | Senior management roles | Not disclosed | Senior leadership positions |
External Roles
| Organization | Role | Since | Committees/Impact |
|---|---|---|---|
| Chewy, Inc. | CEO | March 2018 | Led company through 2019 IPO |
| Chewy, Inc. | Director | April 2019 | Board member |
Board Governance
- Committee assignments: Member, Talent & Compensation Committee; BKNG’s T&C Committee met 6 times in 2024 .
- Independence: The board determined all nominees except the CEO are independent in 2025; Singh is listed as independent .
- Attendance: The board held 8 meetings in 2024; all directors attended at least 75% of their board and committee meetings; annual meeting attendance expectation met by all nominees in 2024 .
- Governance structures: Independent Chair, Lead Independent Director, independent committees, and executive sessions; Lead Independent Director role and authority specified .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Talent & Compensation | Member | 6 |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Base Director Cash Retainer | 60,000 | Standard non‑employee director base pay |
| T&C Committee Member Retainer | 15,000 | Committee membership fee |
| Total Cash Fees (Singh) | 75,000 | As reported in director comp table |
Performance Compensation
| Award Type | Grant Date | Shares | Fair Value ($) | Vesting / Conditions |
|---|---|---|---|---|
| Annual Director RSUs | May 2024 | 71 | ~265,135 | Vest on 1‑year anniversary; dividend equivalents only paid if vesting occurs; accelerates on change in control, death, or disability |
| Performance Metric | Applies to Director RSUs? | Details |
|---|---|---|
| Revenue / EBITDA | No | Director RSUs are time‑based; no performance metrics |
| rTSR / TSR governor | No | Not applicable to non‑employee director RSUs |
| Dividend equivalents | Yes | Paid in cash only upon vesting |
Other Directorships & Interlocks
| Company | Relationship to BKNG | Interlock/Transaction |
|---|---|---|
| Chewy, Inc. | Singh is CEO and Director | No related‑party transaction disclosed with Chewy; Audit Committee reviews any related‑party matters >$120,000 under policy |
| Committee Interlocks | BKNG T&C Committee | T&C Committee comprises four independent directors (including Singh); no related person transactions for members; no cross‑committee interlocks with BKNG NEOs at other companies |
Expertise & Qualifications
- Leadership across e‑commerce, technology, retail, logistics; board skills matrix assigns Singh strengths in Leadership, Global Business, Technology, Sales & Marketing .
- Current CEO experience enhances compensation oversight and talent strategy perspectives on T&C Committee .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 506 | Includes 220 shares held by family trusts; “<1%” ownership of outstanding shares (32,699,135) |
| RSUs outstanding (director) | 173 | Includes 102 vested shares deferred for tax planning; director deferrals may exclude some vested RSUs from beneficial ownership table if >60 days post‑board service |
| Hedging/Pledging | Prohibited | Directors prohibited from hedging or pledging BKNG stock |
| Director ownership guideline | 10x base cash retainer | $600,000 equivalent; all non‑employee directors met guidelines as of March 31, 2025 except Ms. Grier; Singh in compliance |
Governance Assessment
- Committee effectiveness: T&C Committee is fully independent, uses an independent consultant (Semler Brossy) for benchmarking, program design, TSR modifiers, bonus caps, and risk assessment; Singh’s membership places him at the center of executive pay governance and human capital oversight .
- Independence and attendance: Singh is independent; board‑wide attendance met thresholds; strong governance structures include independent Chair and Lead Independent Director with executive sessions .
- Compensation alignment signals: Director equity is time‑based RSUs with dividend equivalents payable only upon vest; non‑employee director compensation capped by plan at $750,000 annually; robust stock ownership guidelines for directors (10x retainer) with compliance; hedging/pledging prohibited, reinforcing alignment .
- Conflicts and related‑party exposure: No Chewy‑BKNG related party transactions disclosed involving Singh; Audit Committee policies require review/approval of any related person transactions at ≥$120,000; T&C Committee members had no related person transactions in the last fiscal year .
- Risk indicators and red flags: None observed specific to Singh. Watch points include external CEO time commitments; BKNG’s “overboarding” limits and independent executive sessions mitigate risk; board refreshment process active since 2017 with average independent director tenure ~6.7 years .