Thomas Rothman
Director at BKNG
Board
About Thomas E. Rothman
Independent director at Booking Holdings since 2013 (age 70), currently Chairman & CEO of Sony Pictures Entertainment Motion Picture Group (Chairman since March 2015; promoted to CEO June 2021). Prior roles include Chairman & CEO of Fox Entertainment Group (2005–2012), President of Twentieth Century Fox Film Group (2000), founder/president of Fox Searchlight Pictures (1994–2000), and earlier legal practice at Frankfurt, Kurnit, Klein & Selz. He serves on boards of California Institute of the Arts, Brown University (emeritus), and the Corporation for Public Broadcasting (since Feb 2022). He is classified as independent by BKNG’s Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fox Entertainment Group | Chairman; Chairman & CEO | 2000–2012 | Led global media operations; marketing and financing of film/TV content |
| Twentieth Century Fox Film Group | President | Jan–Aug 2000 | Senior leadership of studio operations |
| Twentieth Century Fox Production | President | 1995–2000 | Oversaw film production strategy |
| Fox Searchlight Pictures | Founder & President | 1994–2000 | Built specialty film label; market positioning |
| Samuel Goldwyn Company | President, Worldwide Production | 1989–1994 | Global production oversight |
| Frankfurt, Kurnit, Klein & Selz | Associate/Partner (law) | 1982–1987 | Entertainment law practice |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Sony Pictures Entertainment Motion Picture Group | Chairman; CEO | Chairman Mar 2015; CEO Jun 2021 | Oversees Columbia Pictures, TriStar, Imageworks, Sony Animation |
| Corporation for Public Broadcasting | Director | Feb 2022 | Public media oversight |
| California Institute of the Arts | Board member | N/A | Arts education governance |
| Brown University | Board (emeritus) | N/A | University governance (emeritus) |
| Other current public company directorships | None | — | No current public boards |
Board Governance
- Committee assignments: Member, Corporate Governance Committee (CG); not chair. CG Committee met 6 times in 2024.
- Board skills: Leadership, Finance, Global Business, Sales & Marketing (per BKNG skills matrix).
- Independence: Determined independent by CG Committee and Board; transactions reviewed and found immaterial and arm’s-length.
- Attendance: Board held 8 meetings in 2024; all directors attended at least 75% of meetings/committees; all nominees attended 2024 annual meeting.
- Executive sessions: Independent directors hold at least two executive sessions annually.
- Board structure context: Independent Chair (Robert J. Mylod Jr.), Lead Independent Director (Charles H. Noski).
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount (USD) | Detail |
|---|---|---|
| Cash fees | $70,000 | Base cash retainer $60,000 + CG Committee member retainer $10,000 |
| Stock awards (RSUs) | $265,135 | Annual RSU grant; dividend equivalents; one-year vest |
| Total | $335,135 | Sum of cash + RSUs |
Program features (Board-wide):
- Base pay: $60,000 cash; RSUs valued ~ $265,000; additional premiums/retainers by chair/member roles (CG member $10,000). RSUs vest in one year and accelerate upon change in control/death/disability; dividend equivalents only pay upon vest.
Performance Compensation
| Element | Exists? | Metrics/Terms |
|---|---|---|
| Performance-based pay for directors | No | Director equity is time-based RSUs; no PSU/option awards for directors |
Other Directorships & Interlocks
| Entity | Relationship | Detail | Governance view |
|---|---|---|---|
| Sony Pictures Entertainment Motion Picture Group | Chairman & CEO | BKNG purchased an intellectual property license from SPE; Board concluded payments immaterial and ordinary course; independence preserved. |
No current public company directorships; lowers interlock risk.
Expertise & Qualifications
| Qualification | Evidence |
|---|---|
| Leadership | Chairman/CEO roles at Sony and Fox; founder Fox Searchlight |
| Finance | Oversight of financing for motion pictures/TV; skills matrix finance |
| Global Business | Senior roles at global media companies; skills matrix global |
| Sales & Marketing | Long track record marketing major releases; skills matrix sales/marketing |
Equity Ownership
| Item | Amount | As of | Notes |
|---|---|---|---|
| Beneficial ownership (common) | 1,246 shares | Mar 31, 2025 | Includes 51 shares held by family trust; excludes 755 vested shares deferred until 90 days post Board service; ownership <1% of outstanding. |
| Outstanding RSUs | 1,950 shares | Dec 31, 2024 | Includes 1,879 vested RSUs with receipt deferred; 71 RSUs granted in May 2024 vest on one-year anniversary. |
| Ownership guidelines | 10× base cash retainer ($60,000) | Policy | All non-employee directors met guidelines as of Mar 31, 2025, except new director Ms. Grier. |
| Hedging/pledging | Prohibited | Policy | Directors may not hedge or pledge BKNG stock. |
Governance Assessment
- Strengths: Long-tenured independent director (since 2013) with deep media leadership; active member of Corporate Governance Committee; strong attendance; complies with rigorous director stock ownership guidelines; BKNG prohibits director hedging/pledging.
- Pay alignment: Director compensation is modest cash plus time-based RSUs, standard market structure; no performance-based equity for directors, supporting independence of oversight.
- Shareholder confidence signals: Robust governance framework with independent Chair and LID; annual say-on-pay historically strong (90% support in 2024, 88% in 2023).
- Potential conflicts: BKNG’s ordinary-course IP license from Sony Pictures (where Rothman is Chairman & CEO) was deemed immaterial and arm’s-length; monitor ongoing transactions and abstentions as needed.
- RED FLAGS: None material identified. Note the related-party exposure via Sony licensing; Board has reviewed and deemed immaterial, but it warrants continued oversight.
Say-on-Pay & Shareholder Feedback (Context)
| Year | Say-on-Pay Support |
|---|---|
| 2023 | 88% |
| 2024 | 90% |
Committee Assignments
| Committee | Role | 2024 Meetings |
|---|---|---|
| Corporate Governance Committee | Member | 6 |
Independence, Attendance, Engagement
- Independence: Confirmed independent; immaterial ordinary-course transactions reviewed; independence preserved.
- Attendance: Met ≥75% threshold; Board held 8 meetings in 2024; all nominees attended the 2024 annual meeting.
- Engagement: Independent directors hold at least two executive sessions per year.
Director Compensation Program (Reference)
| Item | Amount/Policy |
|---|---|
| Base cash retainer | $60,000 |
| RSU grant (approx.) | ~$265,000 (one-year vest; dividend equivalents) |
| CG Committee member retainer | $10,000 |
Section 16 Compliance
- BKNG states directors and executive officers complied with all Section 16(a) filing requirements in 2024.
Related Party Transactions Policy
- Audit Committee reviews/approves related person transactions ≥$120,000; considers materiality, terms, independence, and impact; Rothman recuses if related.
Board Governance Policies
- Stockholder rights: Proxy access; special meeting threshold at 25%; written consent permitted; majority voting; no poison pill/supermajority.
Summary Implications for Investors
- Rothman enhances board effectiveness with seasoned media leadership and governance participation; alignment is supported by ownership guidelines and simple director pay. Ordinary-course licensing with Sony is disclosed and immaterial but merits monitoring; overall independence and attendance support investor confidence.