Patricia Menendez Cambo
Expedia GroupAbout Patricia Menendez Cambo
Independent director since 2021; age 58. General Counsel at I Squared Capital (since Dec 2024), with deep corporate governance and legal experience; J.D., University of Pennsylvania Carey Law School; BBA, University of Miami. Core credentials include global business exposure, legal/public policy and risk management, and senior executive leadership; no current U.S.-listed public company directorships in the past five years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greenberg Traurig, LLP | Vice Chair; Chair, Global Practice Group; Co‑Chair, Global Corporate & Securities; Executive Committee Member | 1994–2019 | Led global corporate practice; governance and corporate legal matters |
| SBLA Advisers Corp./SoftBank Latin America Fund | Managing Partner, Director & General Counsel | May 2019–Jun 2022 | Oversaw fund governance; investment/legal oversight |
| SoftBank Group International | Deputy General Counsel | 2019–2022 | Corporate/investment legal advisory |
| SB Opportunity Fund | Director & General Counsel | Jun 2020–May 2022 | Governance and investment legal oversight |
| Telefónica S.A. (global tech subsidiaries) | Director of several subsidiaries | 2000–2002 | Corporate director roles in technology assets |
External Roles
| Organization | Role | Since | Public Company Board? |
|---|---|---|---|
| I Squared Capital | General Counsel | Dec 2024 | No (firm role) |
| Itaú Unibanco | Member, LatAm Strategic Advisory Board | Jun 2023 | Advisory role; not a board directorship |
| City National Bank of Florida | Director | Oct 2022 | Not a U.S.-listed public company board |
| University of Pennsylvania Carey Law School | Board of Advisors | N/A | No |
| University of Miami | Board of Trustees | N/A | No |
Board Governance
- Independence: Board determined Ms. Menendez Cambo is independent under Nasdaq rules; Audit, Compensation, and Nominating Committees comprise only independent directors .
- Committee assignments: Audit Committee member (Chair: M. Moina Banerjee; members: Menendez Cambo, Craig Jacobson); Audit met 8 times in 2024; she is a signatory of the 2024 Audit Committee Report .
- Attendance: In 2024, each director attended at least 75% of Board and committee meetings; directors attended the 2024 annual meeting (virtual) .
- Nominee status: Designated as a Common Stock Nominee for the 2025 election (holders of common stock voting as a separate class) .
- Board leadership: Independent-only committees; independent director sessions after each Board meeting; no lead independent director .
- Risk oversight: Audit oversees significant enterprise risks incl. financial, product security, and cybersecurity; CSO/CTO brief the Audit Committee/Board at least annually .
Fixed Compensation
| Component | Amount/Policy | 2024 Actual (USD) |
|---|---|---|
| Annual cash retainer | $45,000, paid quarterly | $45,000 |
| Committee membership fee | Audit Committee: $20,000 (member); Chair +$15,000 (not applicable) | $20,000 |
| Meeting fees | None disclosed | — |
| Total cash fees | Retainer + committee fees | $65,000 |
| Director equity (RSUs) | Annual grant valued at $250,000 on June 1; vests in 3 equal installments from first anniversary; change-in-control automatic full vesting per form agreement | $249,985 (grant-date fair value) |
| Total | $314,985 | |
| Outstanding director RSUs at 12/31/2024 | Count of unvested RSUs | 4,601 RSUs |
- Deferred compensation: She elected to defer 100% of 2024 director fees into share units; deferred share unit balance 1,502.62 at Dec 31, 2024 .
- Hedging: Company prohibits directors from short sales and hedging/monetization transactions in Expedia securities .
- Director stock ownership guideline: 5× annual cash retainer ($225,000 value at current retainer); all covered directors met guideline as of April 4, 2025, except Mr. Wang (new director). Ms. Menendez Cambo meets guideline .
Performance Compensation
| Grant Type | Grant Value | Grant Timing | Vesting Schedule | Change-in-Control Treatment |
|---|---|---|---|---|
| Non-employee director RSUs | $250,000 (value set by closing price prior to grant) | Annually on June 1 | Vest in 3 equal installments beginning on first anniversary of grant | RSUs vest automatically in full under the director RSU agreement upon change in control, as set forth in the referenced form agreement |
- No performance metrics (e.g., EBITDA/TSR) apply to director equity; RSUs are time-based per policy .
- Non-Employee Director Deferred Compensation Plan allows fee deferral into share units or cash fund; share units receive dividend equivalents; payout in shares or cash on separation (lump sum or up to 5 installments) .
Other Directorships & Interlocks
| Company | Role | Committee/Notes |
|---|---|---|
| City National Bank of Florida | Director | Bank governance role; no Expedia-related transaction disclosed |
| Itaú Unibanco | LatAm Strategic Advisory Board | Advisory position; not a board director |
| Public company boards (last 5 years) | None | Eliminates classic public-to-public interlocks |
- Related-party transactions: Proxy outlines the review/approval process; relationships disclosed center on Mr. Diller’s Class B structures; no related person transactions disclosed involving Ms. Menendez Cambo .
Expertise & Qualifications
- Global business/international experience; legal/public policy/risk management; senior executive leadership .
- Prior leadership of global corporate legal practice and governance for complex investment entities .
- Education: J.D. (UPenn Carey Law), BBA (University of Miami) .
Equity Ownership
| Item | Detail |
|---|---|
| Common stock beneficially owned (as of Apr 4, 2025) | 8,045 shares; composed of 5,792 held plus 2,253 RSUs vesting within 60 days; ownership is less than 1% of class (*) |
| Director RSUs outstanding (12/31/2024) | 4,601 RSUs |
| Deferred share units (12/31/2024) | 1,502.62 share units |
| Guideline compliance | Meets director stock ownership guideline (≥$225,000) |
| Hedging/Pledging | Hedging and short sales prohibited for directors; no pledging disclosed for Ms. Menendez Cambo |
Governance Assessment
- Strengths: Independent director; Audit Committee member in a committee that met 8 times in 2024 and oversees financial reporting and cybersecurity; signed the Audit Committee Report, indicating active participation . She deferred 100% of cash director fees into share units, enhancing alignment; meets stock ownership guidelines, with additional RSU holdings .
- Compensation structure: Balanced cash retainer plus standardized equity RSU grant; no meeting fees or discretionary bonuses; time‑based vesting with clear change‑in‑control mechanics for directors .
- Independence & engagement: Board deeming of independence; minimum 75% attendance achieved among directors; annual meeting attendance .
- Conflicts/related parties: Proxy’s related‑party review process disclosed relationships for significant stockholders; no related‑party transactions disclosed involving Ms. Menendez Cambo .
- Risk indicators: Hedging prohibited; Section 16(a) compliance timely for 2024; strong committee-based risk oversight (Audit, Compensation) .
RED FLAGS: None disclosed specific to Ms. Menendez Cambo; no attendance shortfall, pledging, or related‑party transactions attributed to her in the proxy .