William J. Shaw
Carlyle GroupAbout William J. Shaw
Independent director (age 79), serving on CG’s Board since May 2, 2012. Shaw is a seasoned public-company operator and finance executive: former Vice Chairman and earlier President & COO of Marriott International; prior roles included CFO, Treasurer, and other senior finance posts after starting his career at Arthur Andersen. He holds a BA from the University of Notre Dame and an MBA from Washington University in St. Louis; he chairs CG’s Audit Committee and is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marriott International, Inc. | Vice Chairman | Until retirement in March 2011 | Senior oversight of a global hospitality leader |
| Marriott International, Inc. | President & Chief Operating Officer | 1997–2009 | Led operations; prior finance leadership roles (Controller, Treasurer, CFO) |
| Arthur Andersen & Co. | Auditor | Early career (pre-1974) | Foundational accounting experience |
External Roles
| Organization | Role | Committees/Position |
|---|---|---|
| Marriott Vacations Worldwide Corporation | Chairman of the Board | Board leader |
| DiamondRock Hospitality Company | Director | Chair, Audit; member, Compensation; member, Nominating & Corporate Governance |
| University of Notre Dame | Trustee | Board of Trustees |
Board Governance
- Independence: Board affirmed Shaw satisfies Nasdaq/SEC independence requirements; listed among independent directors.
- Committee leadership: Audit Committee Chair; members include Sharda Cherwoo, Lawton W. Fitt, and Derica W. Rice; Shaw is an “audit committee financial expert.”
- Attendance: In 2024, Board held 7 meetings; Audit held 10; each incumbent director attended ≥75% of Board and committee meetings on which they served; all incumbents attended the 2024 Annual Meeting except one due to a preexisting conflict.
| Governance Metric | 2024 |
|---|---|
| Board meetings held | 7 |
| Audit Committee meetings held | 10 |
| Attendance (Board/Committees) | Each incumbent ≥75% |
Fixed Compensation
| Component (2024/2025 Rates) | Amount |
|---|---|
| Cash-based annual retainer | $140,000 |
| RSU-based annual retainer (grant-date policy value) | $205,000 |
| Additional cash retainer – Audit Committee Chair | $40,000 |
| Additional cash retainer – Lead Independent Director (not Shaw) | $65,000 |
| 2024 Director Compensation (Shaw) | Amount |
|---|---|
| Fees earned or paid in cash | $180,000 |
| Stock awards (RSUs, grant-date fair value) | $198,859 |
| Total | $378,859 |
| RSUs granted under annual retainer (grant date) | May 1, 2024 |
| RSU vest date (time-based) | May 1, 2025 |
Performance Compensation
| Equity Award Feature | Detail |
|---|---|
| RSU vesting | Time-based; annual retainer RSUs granted May 1, 2024 vest May 1, 2025 |
| Performance metrics | None disclosed for director RSUs (no performance conditions) |
| Director Deferral Program (Oct 2024) | Non-employee directors may elect to defer (i) RSU settlement into deferred RSUs and/or (ii) cash compensation into fully vested shares or deferred RSUs; settlement upon retirement/date certain; vested deferred RSUs receive dividend equivalents. |
| 2025 rate continuity | Same annual rates apply in 2025 (subject to deferral/stock election) |
Other Directorships & Interlocks
| Company | Sector Link | Potential Interlock Notes |
|---|---|---|
| Marriott Vacations Worldwide | Hospitality | External chair role; no CG related-party transaction disclosed in proxy |
| DiamondRock Hospitality | Hospitality REIT | External audit chair; serves on comp and nom/gov; no CG related-party transaction disclosed in proxy |
No related-person transactions involving Shaw are disclosed; CG’s related-person transaction policy requires Audit Committee (or independent Board body) approval/ratification and director recusal where applicable.
Expertise & Qualifications
- Audit and finance leadership across complex, global operations; former Marriott CFO and COO.
- Audit committee financial expert designation at CG.
- Skills matrix includes Accounting & Finance; Global Perspective; Risk Management & Compliance; Senior Executive & Corporate Governance; Succession Planning & Human Capital; Technology/Cybersecurity exposure.
Equity Ownership
| Ownership Metric | Amount |
|---|---|
| Beneficial ownership (common shares) | 68,408 shares; <1% of class |
| Unvested RSUs outstanding (12/31/2024) | 5,004 units |
| Market value of unvested RSUs (12/31/2024) | $252,652 (5,004 × $50.49) |
| Stock ownership guideline | 5× base annual cash retainer within 5 years; counts unvested time-based RSUs and deferred RSUs as “owned” |
| Compliance status | In compliance (non-employee directors ≥5 years, incl. Shaw) |
| Hedging/pledging | Short sales/derivatives prohibited; pledging generally prohibited absent prior approval |
Governance Assessment
- Board effectiveness: Shaw brings deep operating and finance credentials and chairs a technically strong Audit Committee (multiple members also designated financial experts), overseeing financial reporting, auditor independence, internal controls, and cybersecurity—key confidence drivers for investors.
- Independence & engagement: Affirmed independent; committee and Board activity robust (10 Audit meetings; ≥75% attendance across directors), supporting oversight quality.
- Pay and alignment: Director pay mix of cash plus equity RSUs, with optional deferral into equity, aligns incentives with shareholders without performance gaming; annual rates were modestly raised based on market data, and Shaw’s 2024 total compensation was $378,859.
- Conflicts/related-party exposure: No related-person transactions for Shaw disclosed; CG maintains strict related-person approval/recusal policy. Monitor multi-board commitments (Audit Chair roles at CG and DiamondRock) for workload but attendance/meetings in 2024 indicate adequate engagement.
RED FLAGS
- None disclosed specific to Shaw (no related-party transactions, no hedging/pledging disclosed; independence affirmed). Continue monitoring cross-board workload and any evolving ties with CG portfolio companies in hospitality.