M. Moina Banerjee
Expedia GroupAbout M. Moina Banerjee
Independent director at Expedia Group since 2023; age 43. She serves as Audit Committee Chair and is designated an “audit committee financial expert” under SEC rules, and is classified as an independent director by the Board. Banerjee is Chief Financial Officer of JBG Smith Properties (JBGS), and previously led capital markets and served as EVP at JBGS, with investment roles at JBG; prior experience includes Blackstone Group and Citigroup. Education: B.S. in International Economics (Georgetown) and MBA (Wharton).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JBG Smith Properties (JBGS) | Chief Financial Officer | Since Dec 2020 | Senior leader bringing finance, capital markets, portfolio mgmt, acquisitions expertise, including hotel property acquisitions |
| JBGS | Head of Capital Markets | 2018–2020 | Led financing strategy and market access |
| JBGS | Executive Vice President | 2017–2020 | Corporate governance, risk, accounting, SEC reporting, operational expertise |
| JBG (pre-merger) | Principal, Investments Group; Management Committee member | 2010–2017 | Investments and portfolio management |
| Blackstone Group | Investment/finance experience | — | Prior experience (dates not disclosed) |
| Citigroup | Finance experience | — | Prior experience (dates not disclosed) |
External Roles
| Organization | Role | Public Company Directorships | Notes |
|---|---|---|---|
| JBG Smith Properties (JBGS) | CFO | None | Not a director elsewhere within past 5 years |
| Other Boards (past 5 years) | — | None | “Other Public Company Boards (within past 5 years): None” |
Board Governance
- Committee assignments: Audit Committee Chair; member composition includes Banerjee (Chair), Menendez Cambo, and Jacobson. She is an independent director and an “audit committee financial expert.”
- Independence: Board determined she is independent under Nasdaq rules; Audit and Compensation Committees composed solely of independent directors.
- Attendance and engagement: Audit Committee met 8 times in 2024; Board met 4 times, and each director attended at least 75% of aggregate Board and committee meetings. Directors at the time attended the 2024 annual meeting.
- Board leadership: Independent directors meet regularly; no lead independent director.
- Risk oversight: Audit Committee oversees major financial risks, internal audit, and cybersecurity; CSO/CTO provide regular reports.
- Governance signals: Strong independence and audit oversight; clear related-party review process under Audit Committee charter.
Fixed Compensation
| Component | Policy Detail | 2024 Actual (Banerjee) |
|---|---|---|
| Annual cash retainer | $45,000 (paid quarterly) | $80,000 total cash fees |
| Committee membership fee (Audit) | $20,000 per member (incl. Chair) | Included in total |
| Committee Chair fee (Audit) | +$15,000 supplemental for Audit Chair | Included in total |
| Meeting fees | None disclosed | None disclosed |
| Expense reimbursement | Reasonable expenses reimbursed | Standard policy |
Notes: Banerjee’s 2024 cash compensation totaled $80,000, consistent with $45k base + $20k Audit member + $15k Audit Chair supplemental.
Performance Compensation
| Equity Type | Grant Value | Grant Date | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (annual director grant) | $249,985 (aggregate grant-date fair value) | 2024 annual cycle | Vest in 3 equal installments starting on first anniversary of grant; accelerates in full upon change in control per director RSU agreement under the 2005 Plan | None (time-based RSUs for directors) |
Directors do not receive PSUs or option grants tied to operating metrics; equity is time-based RSUs designed to align interests with shareholders.
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| JBGS (public REIT) | CFO | No related-party transactions involving Banerjee disclosed by Expedia; Audit Committee reviews and approves related-person transactions per policy. |
Expertise & Qualifications
- Identified skills matrix: Financial expertise; culture & human capital; senior executive leadership.
- Audit committee financial expert designation.
- Industry/functional experience: Investment, finance, capital markets, portfolio mgmt, acquisitions (incl. hotels), governance, risk, accounting, SEC reporting, operations.
- Education: B.S. Georgetown; MBA Wharton.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Breakdown | Ownership Guideline Status |
|---|---|---|---|---|
| M. Moina Banerjee | 3,916 common shares | <1% | 2,307 shares held + 1,609 RSUs vesting within 60 days of Apr 4, 2025 | Covered Directors must hold stock ≥ 5× cash retainer ($225,000). As of Apr 4, 2025, each Covered Director exceeded $225,000 except Mr. Wang; Banerjee meets guideline. |
Additional equity detail: As of Dec 31, 2024, Banerjee had 5,393 RSUs outstanding (director grants). Hedging is prohibited; pledging requires pre-approval; no pledges by Banerjee disclosed.
Governance Assessment
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Strengths
- Independence, Audit Chair role, and audit financial expert designation support robust oversight of financial reporting, controls, and cybersecurity.
- Strong engagement: Audit Committee met 8× in 2024; Board met 4× with ≥75% attendance by all directors; attendance at annual meeting underscores engagement.
- Director pay structure balanced: modest cash ($80k) + equity (~$250k RSUs), aligning with shareholder interests via stock ownership guidelines (≥5× cash retainer), and Banerjee is in compliance.
- Clear related-party oversight and no related-person transactions disclosed involving Banerjee.
-
Potential Watch Items
- Time commitment: concurrent CFO role at JBGS may increase professional commitments; however, no attendance shortfalls disclosed and committee meetings indicate active engagement.
- Board has no formal Lead Independent Director (independent sessions occur regularly), which some investors prefer; mitigated by independent committee structure and chair updates.
-
Alignment/Signals
- Hedging ban, pre-approved pledging, and stock ownership guidelines bolster alignment.
- Company-wide say‑on‑pay support was strong in 2024 (96.1%), indicating overall investor confidence in compensation governance.
No director-specific clawbacks apply to non-employee directors; company maintains incentive compensation clawback for Section 16 officers and broader covered persons.
Director Compensation (2024)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $80,000 |
| Stock Awards (grant-date fair value) | $249,985 |
| All Other Compensation | — |
| Total | $329,985 |
Independence, Attendance & Engagement
- Independence: Confirmed under Nasdaq rules.
- Attendance: Each director attended ≥75% of Board/committee meetings in 2024; Audit Committee met 8×.
- Annual meeting: Directors attended the 2024 annual meeting (virtual).
Related-Party Exposure
- Policy: Audit Committee reviews/approves related-person transactions; multi-step identification process via questionnaires and quarterly database checks.
- Disclosures: No related-person transactions disclosed involving Banerjee.
Compensation Structure Analysis (Non-Employee Directors)
- Mix: Cash retainer + committee fees; annual time-vested RSUs (~$250k), 3-year vest with change-in-control acceleration; no options or PSUs for directors.
- Ownership: Director stock ownership guidelines set at ≥5× cash retainer; Banerjee meets guideline.
- Hedging/Pledging: Hedging prohibited; pledging requires pre-approval.
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 Say‑on‑Pay approval: Approximately 96.1% support; Compensation Committee mindful of investor feedback and maintains annual votes.
Expertise & Qualifications (Detail)
| Area | Evidence |
|---|---|
| Financial/Audit | Audit Chair; “audit committee financial expert”; finance leadership at JBGS |
| Capital Markets/Investments | JBGS Head of Capital Markets; JBG Investments Principal |
| Governance/Risk/SEC Reporting | JBGS EVP; governance and SEC reporting experience |
| Human Capital | Skills matrix notes culture & HCM experience |
| Education | Georgetown (B.S.), Wharton (MBA) |
Equity Ownership Details
| Item | Value |
|---|---|
| Common shares (incl. RSUs vesting within 60 days) | 3,916 |
| Vested vs. unvested | 2,307 common shares + 1,609 RSUs vesting within 60 days; additional RSUs outstanding 5,393 (as of 12/31/24) |
| % of outstanding | Less than 1% of common stock |
| Guideline compliance | Meets ≥$225,000 value guideline |
| Hedging/Pledging | Hedging prohibited; pledging requires pre-approval; none disclosed for Banerjee |
Governance Assessment
- Overall, Banerjee’s profile demonstrates high board effectiveness in financial oversight and risk/compliance, with strong independence, active committee leadership, and aligned compensation/ownership practices that support investor confidence. No conflicts or related-party transactions were disclosed involving her.