Vanessa Wittman
Director at BKNG
Board
About Vanessa A. Wittman
Independent director since 2019; age 57. Audit Committee Chair and member of the Cybersecurity Subcommittee; designated an “audit committee financial expert.” Former CFO across technology and consumer firms (Glossier, Oath/Verizon, Dropbox, Motorola Mobility, Marsh & McLennan). Current public directorships include Oscar Health (Audit Chair) and American International Group (Risk Committee Chair). BKNG determined she is independent; board attendance threshold met in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Glossier | Chief Financial Officer; Advisor | CFO until May 2022; Advisor to Dec 2022 | Senior finance leadership during growth-stage consumer brand |
| Oath (Verizon subsidiary) | Chief Financial Officer | 2018 | Oversaw finance in digital media business |
| Dropbox | Chief Financial Officer | 2015–2016 | Took company through scale-up phase pre-IPO |
| Motorola Mobility (Google subsidiary) | Chief Financial Officer | 2012–2014 | Finance leadership in hardware/software integration context |
| Marsh & McLennan Companies | EVP & Chief Financial Officer | 2008–2012 | Oversight in global professional services |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| American International Group, Inc. | Director; Risk Committee Chair | Since 2023 | Risk Committee Chair |
| Oscar Health, Inc. | Director; Audit Committee Chair | Since 2021 | Audit Committee Chair |
| Impossible Foods Inc. (private) | Director; Audit Committee Chair | Not disclosed | Audit Chair |
| Ulta Beauty (prior) | Director; Audit Committee member | 2014–2019 | Audit Committee |
Board Governance
- Committee assignments: Audit Committee Chair; Cybersecurity Subcommittee member; all Audit members independent and designated “audit committee financial experts.” Eight Audit Committee meetings and four Cybersecurity Subcommittee meetings in 2024.
- Independence: BKNG’s Corporate Governance Committee and Board determined she is independent.
- Attendance: Board held eight meetings in 2024; all directors attended at least 75% of Board and committee meetings during service.
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit Committee | Chair | 8 |
| Cybersecurity Subcommittee | Member | 4 |
Fixed Compensation
| Component (2024) | Detail | Amount |
|---|---|---|
| Base cash retainer | Non-employee director cash retainer | $60,000 |
| Audit Committee Chair premium | Additional chair fee | $20,000 |
| Audit Committee member retainer | Committee member retainer | $20,000 |
| Cybersecurity Subcommittee member retainer | Subcommittee member retainer | $10,000 |
| Total cash fees (Wittman actual) | Fees earned in cash | $110,000 |
| Annual equity grant (RSUs) | 71 RSUs granted May 2024; one-year vest; dividend equivalents payable only upon vesting | $265,135 grant-date fair value |
Performance Compensation
| Performance Metric | Applies to Non-Employee Directors? | Notes |
|---|---|---|
| Revenue/EBITDA/TSR | No | Director compensation is cash retainer plus time-based RSUs; no PSU or performance-linked metrics disclosed for directors |
Other Directorships & Interlocks
| Company | Relationship to BKNG | Transaction | Materiality/Board Conclusion |
|---|---|---|---|
| American International Group (AIG) | BKNG purchases corporate insurance policies via broker; Wittman is AIG director | Corporate insurance policies | Board deemed ordinary course and immaterial to both parties; does not impair independence |
Expertise & Qualifications
- Finance leadership and global business expertise; technology oversight experience; designated audit committee financial expert.
- Skills matrix tags include leadership, finance, global business, technology.
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (3/31/2025) | 714 shares; <1% of outstanding |
| Outstanding RSUs (as of 12/31/2024) | RSUs for 71 shares |
| Director stock ownership guideline | Required holdings equal to ≥10× cash retainer |
| Guideline compliance (3/31/2025) | All non-employee directors met guidelines except Ms. Grier; Wittman met guidelines |
| Hedging/Pledging | Prohibited for directors |
Governance Assessment
- Strengths: Independent Audit Chair with “financial expert” designation; active on Cybersecurity Subcommittee; multi-industry CFO background and current risk/audit chair roles externally; meets BKNG ownership guidelines; no hedging/pledging permitted; robust committee activity (Audit 8, Cyber 4 meetings in 2024). These support board effectiveness in financial oversight and cyber risk governance.
- Conflicts: AIG insurance purchases present a potential interlock; Board reviewed and deemed transactions immaterial and arm’s-length, maintaining independence. Monitor ongoing volumes but current disclosure indicates low risk.
- Director pay alignment: Cash-plus-time-based RSUs; no performance-linked director equity, consistent with market practice; ownership guidelines enforce alignment.
- Engagement and attendance: All directors met attendance thresholds; BKNG conducts regular stockholder engagement on governance and compensation.