Greg O'Hara
About Greg O’Hara
Michael Gregory (Greg) O’Hara, age 59, is an independent director and Chairman of the Board at Global Business Travel Group (GBTG) since May 27, 2022. He is Founder and Senior Managing Director of Certares Management LLC, with prior senior investment roles at JPMorgan’s Special Investments Group, One Equity Partners, and operating experience as EVP and board member at Worldspan. He currently serves on the boards of Tripadvisor (Nasdaq: TRIP) and Hertz Global Holdings (Nasdaq: HTZ), and is Chairman of the World Travel & Tourism Council .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Certares Management LLC | Founder & Senior Managing Director | 2012–present | Travel/tourism investing leadership; head of investment committee at Certares Holdings |
| JPMorgan Chase – Special Investments Group | Chief Investment Officer | Prior to 2012 | Led principal investment activity at JPM SIG |
| One Equity Partners (JPM private equity arm) | Managing Director | Pre-2012 | Private equity leadership |
| Worldspan | Executive Vice President; Board Member | Pre-2005 | Operating and board role in travel technology distribution |
External Roles
| Organization | Role | Status |
|---|---|---|
| Tripadvisor (TRIP) | Director | Current |
| Hertz Global Holdings (HTZ) | Director | Current |
| World Travel & Tourism Council | Chairman of the Board | Current |
| Certares Holdings | Director; Head of Investment Committee; Management Committee Member | Current |
| CK Opportunities Fund | Investment & Management Committee Member | Current |
| Certares Real Estate Holdings | Investment & Management Committee Member | Current |
| TripAdvisor Holdings, Inc. | Director | Prior service |
Board Governance
- Independent director and Chairman; GBTG separates CEO and Chair roles (CEO: Paul Abbott; Chair: Greg O’Hara). Executive sessions of non-management directors occur at each regular board meeting and are led by the Chairman .
- Independence: O’Hara qualifies as independent under NYSE standards; the board has eight independent directors .
- Attendance: In 2024 the board met 7 times; committees met 19 times in aggregate. Each incumbent director attended at least 75% of board and committee meetings (exception: Al‑Sowaidi at 73%) .
| Body/Committee | Role | 2024 Meetings |
|---|---|---|
| Board of Directors | Chairman (Independent) | 7 |
| Nominating & Corporate Governance | Chair | 2 |
| Compensation | Member | 4 |
Fixed Compensation
- 2024 actual director pay: O’Hara received $515,000 in cash fees and $160,000 in stock awards (total $675,000) .
| Component (2024 actual) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $515,000 |
| Stock Awards (RSUs) | $160,000 |
| Total | $675,000 |
- Director Compensation Policy (revised November 2024): Board Chair supplemental cash retainer $400,000; Director cash retainer $85,000; meeting fee premium $2,000; RSU awards $200,000; Committee chair/member fees as below .
| Policy Component | Amount ($) |
|---|---|
| Board Chair supplemental cash retainer | $400,000 |
| Director cash retainer | $85,000 |
| Meeting fee premium (per meeting above thresholds) | $2,000 |
| RSU annual grant (directors) | $200,000 |
| Audit & Finance Chair / Member | $20,000 / $15,000 |
| Compensation Chair / Member | $15,000 / $10,000 |
| Nominating & Governance Chair / Member | $15,000 / $10,000 |
| Risk & Compliance Chair / Member | $10,000 / $10,000 |
Performance Compensation
| Element | Structure | Vesting | Amount (2024) |
|---|---|---|---|
| Director RSUs | Time-based; annual grant | Vest on next annual meeting; pro-rated for partial terms | $160,000 |
| Options | Not used in 2024 director program | n/a | n/a |
| Performance metrics tied to director pay | None disclosed | n/a | n/a |
- Stock ownership guidelines for non-employee directors: 5x annual cash retainer; 5 years to achieve; directors act in accordance and continue to accrue toward requirements .
Other Directorships & Interlocks
| Company | Relationship to GBTG | Potential Interlock/Exposure |
|---|---|---|
| Tripadvisor (TRIP) | External public board | Travel ecosystem overlap; monitor information flows and potential transactions; no related-party transaction disclosed |
| Hertz (HTZ) | External public board | Travel ecosystem overlap; monitor for conflicts; no related-party transaction disclosed |
| Certares entities | Sponsor/insider affiliations noted in registration rights; side letters covering insiders | Registration rights and transfer restrictions involve “Insiders” (includes board) |
Expertise & Qualifications
- Deep travel/tourism investing expertise (Certares); prior buyout and special situations experience (JPM SIG, OEP). Operating background in travel distribution (Worldspan) .
- Governance leadership as independent Chair; chairs Nominating & Corporate Governance and serves on Compensation Committee .
- Active external network across travel sector (Tripadvisor, Hertz, WTTC), potentially valuable for strategy and industry insights .
Equity Ownership
| Item | Value |
|---|---|
| Class A shares beneficially owned | 20,030,551 |
| Ownership % of Class A | 4.2% |
| RSUs scheduled to vest (directors) | 25,039 RSUs scheduled to vest June 11, 2025 (applies to each listed director) |
| Additional beneficial ownership via entities (per Form 4) | 19,964,270 shares (PecosCo LP, HMC Juweel Holdings LP, Certares Sponsor Investor (DE) LLC, Clementine Holdings Ltd.) |
| Stock ownership guidelines (directors) | 5x annual cash retainer; five-year compliance window |
| Hedging/pledging status | Prohibited for directors under insider trading policy |
Insider Trades
| Date | Form | Summary | Shares |
|---|---|---|---|
| March 10, 2025 | Form 4 | O’Hara may be deemed to beneficially own securities held by PecosCo LP, HMC Juweel Holdings LP, Certares Sponsor Investor (DE) LLC, Clementine Holdings Ltd. | 19,964,270 |
Governance Assessment
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Strengths
- Independent Chairman with separation from CEO; executive sessions at each regular meeting led by O’Hara, supporting robust oversight .
- Active committee leadership: Chair of Nominating & Corporate Governance and member of Compensation; clear charters and regular meeting cadence (NCG: 2; Compensation: 4 in 2024) .
- Board and committee attendance met minimum expectations across incumbents (≥75%), indicating engagement; board met seven times in 2024 .
- Use of independent compensation consultant (Semler Brossy); committee affirmed consultant independence and lack of conflicts .
- Clear policies: director hedging/pledging prohibited; executive clawbacks under Dodd‑Frank and discretionary policies; stock ownership guidelines for directors .
- Shareholder support: Say‑on‑pay approval exceeded 99% in 2024, signaling investor alignment with compensation practices .
-
Potential Conflicts / Red Flags to Monitor
- Significant beneficial ownership (4.2%) and affiliations with Certares-linked entities with registration rights and sponsor side letter governance—monitor for related-party dynamics and information advantages (no specific related-party transactions disclosed for O’Hara) .
- Shareholders Agreement grants nomination/approval rights to American Express, Expedia, and QIA; while O’Hara is independent, board composition and certain approvals are influenced by major holders—requires vigilant governance by NCG (chaired by O’Hara) .
- External travel board seats (TRIP, HTZ) create ecosystem interlocks; continued oversight needed for any transactions or strategic partnerships that could pose conflicts (none disclosed) .
-
Director Pay Mix and Alignment
- 2024 cash-heavy structure for Chair (cash $515k; RSUs $160k), with revised policy raising RSU grant to $200k—time-based equity supports alignment but lacks performance-linked metrics for directors (appropriate for non-executive oversight roles) .
Overall, O’Hara’s independent Chair role, committee leadership, and sector expertise support board effectiveness; monitor influence vectors from major shareholders and sponsor-related rights, and ensure continued transparency on any ecosystem transactions or governance decisions involving affiliated entities .