Todd Hyatt
About Todd Hyatt
Todd Hyatt (age 64) is an independent director of Emerald Holding, Inc. (EEX) serving since December 2015 and a member of the Audit Committee; he has been designated an “audit committee financial expert.” He was EVP & CFO of IHS Inc. and IHS Markit from 2013–January 2020, and previously held senior finance and IT roles at IHS (from 2005), as well as roles at US WEST/MediaOne, AT&T, and began his career in public accounting at Arthur Young and Arthur Andersen. Hyatt holds a Master’s in Management from Purdue University and a B.S. in Accounting from the University of Wyoming .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IHS Inc. / IHS Markit | EVP & CFO | 2013–Jan 2020 | Led finance; brings deep financial reporting and controls expertise . |
| IHS (engineering segment; FP&A; CIO) | SVP CIO; SVP FP&A; CFO (engineering) | From 2005 | Enterprise systems and analytical rigor relevant to audit oversight . |
| US WEST / MediaOne | Executive Director, multimedia ventures | Not disclosed | Telecom ops/strategy background . |
| AT&T | Executive role (unspecified) | Not disclosed | Large-cap operating experience . |
| Arthur Young; Arthur Andersen | Public accounting | Early career | Foundational audit/accounting experience . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Creative Planning (independent wealth advisory firm) | Director | Current | Governance oversight; private company board . |
| Analytic Partners (marketing analytics; private) | Director | Current | Interlock exposure: Onex MD Kosty Gilis also sits on Analytic Partners’ board . |
Board Governance
- Board structure: 9 directors across three staggered classes; Hyatt is Class II and a nominee for re-election to a term ending at the 2028 annual meeting .
- Independence: Board affirmatively determined Hyatt is independent under NYSE and Rule 10A-3 standards; EEX is a “controlled company” with Onex owning 92.4% .
- Leadership: Separate Chair (Kosty Gilis) and CEO (Hervé Sedky); no Lead Independent Director .
- Committees: Hyatt is a member of the Audit Committee; the committee met 6 times in 2024 and oversees financial reporting, internal controls, related-party transactions, and risk (incl. cybersecurity) .
- Attendance: All directors attended at least 75% of Board and applicable committee meetings in 2024; all nine directors attended the 2024 Annual Meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Independent directors; paid quarterly . |
| Audit Committee membership fee (Hyatt) | $10,000 | Member fee . |
| Total cash (Hyatt, 2024) | $85,000 | Retainer + Audit Committee fee . |
| Annual RSU grant (grant-date value) | $100,000 | One-year vest; granted in Q1 each year . |
| Total director compensation (Hyatt, 2024) | $185,000 | Sum of cash and RSUs . |
| Stock ownership guideline | 4x annual cash retainer ($300,000) | 5-year compliance window . |
| Hedging/pledging policy | Prohibited | Applies to directors and executives . |
Vesting details: RSUs granted to directors vest on a one-year schedule; as of Dec 31, 2024, each director held 15,175 unvested RSUs .
Performance Compensation
| Performance Metric | Weight/Target | Result/Status | Notes |
|---|---|---|---|
| None disclosed for directors | N/A | N/A | Director equity is time-based; no performance-vesting metrics disclosed for directors . |
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock | Risk Consideration |
|---|---|---|---|
| Analytic Partners | Private | Onex MD Kosty Gilis also a director | Information flow/interlock with controlling stockholder’s portfolio; monitor related party safeguards . |
| Creative Planning | Private | None disclosed | Standard outside directorship . |
EEX related party protocols: Audit Committee pre-approves and reviews related-party transactions; policy requires arm’s-length terms and independence safeguards .
Expertise & Qualifications
- Audit committee financial expert; financially literate under NYSE rules .
- Senior CFO experience across public companies and complex M&A/finance operations .
- Public accounting foundation; deep familiarity with internal controls and SEC reporting .
- Degrees: Masters in Management (Purdue); B.S. in Accounting (University of Wyoming) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notable Instruments |
|---|---|---|---|
| Todd Hyatt | 89,891 | <1% | As of Mar 31, 2025; directors each had 15,175 unvested RSUs at YE 2024 . |
Policy and alignment:
- Director stock ownership guideline: 4x annual cash retainer ($300,000); forms of equity counted include outright shares, unvested time-based RSUs, and value of vested, unexercised options .
- No hedging or pledging permitted for directors .
Insider filings compliance:
- Company reports no delinquent Section 16 filings for directors except late Form 4s by CEO (Sedky) and CFO (Doft) and OPV Gem Aggregator; no late filings cited for Hyatt .
Governance Assessment
-
Strengths
- Independence and designation as audit committee financial expert; enhances oversight of financial reporting and risk (incl. cybersecurity) .
- Attendance met governance threshold; consistent engagement with Board and committee duties .
- Balanced director pay mix with equity RSUs aligning interests; ownership guidelines strengthen alignment .
- Robust related-party review policy under Audit Committee oversight .
-
Risks and watch items
- Controlled company status (Onex 92.4%) reduces certain NYSE independence requirements; Compensation and Nominating committees not fully independent .
- No Lead Independent Director; Chairman is non-independent (Onex MD), elevating reliance on committee processes .
- Interlock: Hyatt’s board role at Analytic Partners where Onex-affiliated director also serves—monitor potential information flow conflicts and ensure strict adherence to related-party policies .
- Ongoing related-party engagements with Onex-linked entities (historical ASM; current Convex insurance underwriting) require continued arm’s-length validation by Audit Committee .
-
Signals for investor confidence
- Audit Committee composition is fully independent; Hyatt’s financial expert status supports high-quality oversight .
- Transparent director compensation structure with time-based RSUs and clear ownership guidelines; no director meeting fees or discretionary awards disclosed .
- Documented whistleblower and pre-approval processes for auditors and related-party transactions .
Appendix: Committee Assignments Snapshot (2024)
| Committee | Members | Hyatt Role | 2024 Meetings |
|---|---|---|---|
| Audit | Lisa Klinger (Chair), Michael Alicea, Todd Hyatt | Member; financial expert | 6 (plus informal) . |
| Compensation | Michael Alicea (Chair), Lynda Clarizio, Kosty Gilis, Emmanuelle Skala | Not a member | 4 (incl. 1 via UWC) . |
| Nominating & Corporate Governance | Emmanuelle Skala (Chair), Kosty Gilis | Not a member | 2 (incl. 2 via UWC) . |
All directors, including Hyatt, attended at least 75% of Board/committee meetings; all nine attended the 2024 Annual Meeting .