Chelsea Clinton
Expedia GroupAbout Chelsea Clinton
Chelsea Clinton, age 45, is an independent director of Expedia Group since 2017 and currently serves as Chair of the Compensation Committee and a member of the Nominating Committee. She holds a B.A. from Stanford, an M.P.H. from Columbia University, and an MPhil and D.Phil. in International Relations from Oxford; her background spans public policy, nonprofit leadership, and advisory roles in healthcare and media . The Board affirmed her independence under Nasdaq rules, noting her IAC board service was considered as part of the determination .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clinton Foundation | Vice Chair; Director | Vice Chair since 2013; Director since 2011 | Global/domestic health focus and next‑gen leadership initiatives |
| Clinton Health Access Initiative | Vice Chair; Director | Vice Chair since 2022; Director since 2011 | Health access strategy and oversight |
| New York University | Assistant Vice Provost | 2010–2013 | Academic administration and program development |
| NBC News | Special Correspondent | 2011–2014 | Public engagement and media communications |
| McKinsey & Company | Associate | 2003–2006 | Strategy and operations across sectors |
| Avenue Capital Group | Associate | 2006–2009 | Investment analysis and portfolio work |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IAC Inc. | Director | Since Sept 2011 | Public company board; interlock with EXPE Chairman Barry Diller (also IAC Chairman) |
| Clover Health Investments, Corp. | Director | Since Jan 2021 | Public company board |
| School of American Ballet; The Africa Center; Weill Cornell Medical College; HiddenLight Productions; Columbia Mailman School of Public Health | Director/Faculty | Various | Nonprofit/academic governance roles |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating Committee .
- Attendance and engagement: Board met 4 times in 2024; each director attended at least 75% of meetings of the Board and relevant committees, and attended the 2024 annual meeting . Compensation Committee met 6 times and acted by unanimous written consent 5 times; Nominating met once .
- Independence: Board determined Clinton is independent; independence review specifically considered her IAC board service .
- Board leadership: No lead independent director; independent directors meet in regular sessions; committee chairs report to full Board .
- Compensation consultant oversight: Compensia retained by the Compensation Committee; independence confirmed; scope included peer review and grant advice .
Fixed Compensation
| Component | Structure/Amount | 2024 Chelsea Clinton | Notes |
|---|---|---|---|
| Board annual cash retainer | $45,000 | Included | Paid quarterly |
| Committee member fees | Audit: $20,000; Compensation: $15,000; Nominating: $17,500 | Compensation member fee $15,000; Nominating member fee $17,500 | Applies per committee membership |
| Committee chair fee | Audit Chair: $15,000; Compensation Chair: $15,000 | Compensation Chair fee $15,000 | Chair-specific supplement |
| Annual equity grant (RSUs) | $250,000 grant-date value | $249,985 | Standard director grant valued at prior-day close; Clinton’s 2024 stock awards total shown |
| RSU vesting schedule | 3 equal installments | Applies | Director RSUs vest in 3 equal tranches from grant date anniversary; single-trigger full acceleration on change-in-control under director RSU form |
| 2024 total cash fees | — | $92,500 | Sum of retainer and committee fees |
| 2024 total compensation | — | $342,485 | Fees + stock awards |
| RSUs outstanding at Dec 31, 2024 | — | 4,601 RSUs | Director grant balances as of year-end |
| Deferred share units (director plan) | Elective deferral of fees to share units or cash | 2,518.87 share units | Clinton deferred prior fees; dividend equivalents on share units |
Performance Compensation
| Metric Type | Applicability to Non-Employee Directors | Detail |
|---|---|---|
| Financial/operational performance metrics (e.g., revenue, EBITDA, TSR) | Not used | Director compensation consists of fixed cash and time-based RSUs; no performance-conditioned awards disclosed for directors |
| Clawback provisions | Company clawback applies to incentive comp for executives; equity agreements include recovery on termination for cause | Directors’ pay described without performance links; hedging prohibited |
Other Directorships & Interlocks
- Public company interlocks: IAC (Clinton), Clover Health (Clinton). IAC is chaired by Barry Diller, who is also EXPE Chairman/Senior Executive; Board independence determination explicitly considered Clinton’s IAC role .
- IAC-Expedia related-party arrangements: Shared costs connected to Diller’s dual role (~$500k billed to EXPE in 2024), jointly owned aircraft with cost-sharing, and certain commercial agreements; variable aircraft costs based on usage; EXPE paid ~$1.2m for use of subsidiary aircraft and ~$3.7m to the joint crew entity in 2024 .
- Control dynamics: Class B shares controlled by Diller-related persons confer outsized voting; special limitations apply post-Diller departure and right-of-first-offer provisions on Class B sales .
Expertise & Qualifications
- Public company board experience; global/international experience; culture & human capital; legal/public policy/risk management; strategic senior leadership exposure .
- Health policy and nonprofit governance expertise complement EXPE’s human capital and responsible business priorities .
Equity Ownership
| Item | Amount/Status | Detail |
|---|---|---|
| Beneficial ownership (common) | 16,875 shares | 14,622 shares held + 2,253 RSUs vesting within 60 days of April 4, 2025 |
| RSUs outstanding (director) | 4,601 RSUs | As of Dec 31, 2024 |
| Deferred share units | 2,518.87 units | Under Director Deferred Compensation Plan |
| Ownership guidelines | 5x annual cash retainer ($225,000) | Covered directors met guideline as of Apr 4, 2025; Clinton included |
| Hedging & pledging | Hedging prohibited; pledging requires pre-approval | No pledges disclosed for Clinton in ownership footnotes; hedging prohibition applies |
Insider Trades
| Date (Filed) | Form | Summary | Source |
|---|---|---|---|
| Apr 2, 2025 | Form 4 | Statement of changes in beneficial ownership (director filing) | |
| Jun 3, 2025 | Form 4 | Statement of changes in beneficial ownership (director filing) | |
| Apr 2, 2025 | Form 4 (PDF mirror) | Filing mirror reference |
Note: The 2025 proxy shows Clinton’s beneficial ownership position (16,875 shares) and RSU vesting details; the Form 4s document routine director equity conversions/settlements rather than open‑market trading .
Governance Assessment
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Strengths
- Independent director; leads Compensation Committee with active schedule (6 meetings plus actions), indicating engagement and oversight rigor .
- Director pay structure aligns interests via recurring equity while keeping cash retainer modest; compliance with stock ownership guidelines supports alignment .
- No Section 16 filing delinquencies in 2024; hedging prohibited, reducing misalignment risk .
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Potential Conflicts/Red Flags
- IAC interlock: Clinton’s IAC directorship coexists with Diller’s dual Chair roles; while independence was affirmed, ongoing IAC–EXPE cost-sharing and aircraft arrangements can pose perceived conflicts (optics risk), especially under concentrated Class B voting control .
- Board does not designate a lead independent director; in a structure with a powerful Chair/Senior Executive, investors may prefer enhanced independent leadership .
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Overall implication: Clinton’s governance profile supports board effectiveness in compensation oversight and nominations, with solid attendance and independence. Interlock optics with IAC warrant continued monitoring, but formal structures (independence review, prohibitions on hedging, ownership guidelines) mitigate alignment concerns .