Itai Wallach
About Itai Wallach
Itai Wallach, 37, has served as an independent director of Global Business Travel Group, Inc. (GBTG) since May 27, 2022. He is a Partner in Apollo’s Private Equity group (joined 2012) and holds a B.A. (HBA) with distinction from the Richard Ivey School of Business, University of Western Ontario. Current board service includes Arconic Corporation and Cengage Group; prior boards include Qdoba, McGraw-Hill Education, Smart & Final, Smart Stores Holding Corp., The Fresh Market, and Jacuzzi Brands, with earlier experience in Barclays Capital’s Financial Sponsors Investment Banking group .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barclays Capital | Financial Sponsors Investment Banking (member) | Pre-2012 | Not disclosed |
| Qdoba Restaurant Corporation | Director | Jan 2022 – Sep 2022 | Not disclosed |
| McGraw-Hill Education | Director | Mar 2017 – Jul 2021 | Not disclosed |
| Smart & Final | Director | Jun 2019 – Jul 2021 | Not disclosed |
| Smart Stores Holding Corp. | Director | Apr 2019 – Apr 2020 | Not disclosed |
| The Fresh Market | Director | Jan 2017 – Dec 2020 | Not disclosed |
| Jacuzzi Brands | Director | Feb 2017 – Feb 2019 | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apollo Global Management | Partner, Private Equity | 2012 – Present | Investment/board oversight; not disclosed in proxy |
| Arconic Corporation | Director | Current | Not disclosed |
| Cengage Group | Director | Current | Not disclosed |
Board Governance
- Classification: Class III director (term to 2025; nominated for re-election at 2025 annual meeting) .
- Independence: Listed as an independent director under NYSE and SEC rules in 2025 proxy .
- Committee assignments: As of the 2025 proxy date, no standing committee assignments; expected to be appointed to the Compensation Committee replacing Gloria Guevara (independent members: James Bush (Chair), Michael Gregory O’Hara, and Itai Wallach) . Committee composition (2024) showed no memberships for Wallach .
- Attendance: The board met seven times in 2023 and seven times in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings (2023); in 2024 all met the 75% threshold except Mr. Al‑Sowaidi (73%). Non‑management directors held executive sessions at each regularly scheduled board meeting in 2024 .
- Board leadership: Chair separated from CEO; Chair is Michael Gregory O’Hara; CEO is Paul Abbott .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 85,000 | — | 85,000 | Fees paid to Apollo Principal Holdings III L.P. |
| 2023 | 91,000 | — | 91,000 | Fees paid to Apollo Principal Holdings III L.P. |
Director compensation policy (as revised Nov 2024) pays cash retainers and annual RSU grants; standard retainers include $85,000 cash to directors, $2,000 meeting fee premiums above thresholds, and $200,000 RSUs that vest at the next annual meeting. Committee chair/member supplemental cash retainers apply (Audit & Finance Chair $20,000; members $15,000; Compensation Chair $15,000; members $10,000; Nominating & Corporate Governance Chair $15,000; members $10,000; Risk Management & Compliance Chair $10,000; members $10,000) . In 2023 policy, director RSUs were $160,000 and chair cash was $485,000 for the Board Chair .
Performance Compensation
| Component | Grant Type | Grant Date | Amount/Shares | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual Equity | RSUs | Not granted to Wallach in 2023 | — | N/A | N/A |
| Annual Equity | RSUs | Not granted to Wallach in 2024 | — | N/A | N/A |
- The Director Compensation Policy specifies RSUs for non‑employee directors; however, Mr. Wallach did not receive stock awards in 2023 or 2024. No performance‑based equity awards or option grants are disclosed for him .
Other Directorships & Interlocks
| Entity | Relationship to GBTG | Details |
|---|---|---|
| Apollo Principal Holdings III GP, Ltd. | 5%+ stockholder | Beneficial ownership: 25,706,886 shares (5.4% of Class A) . Wallach is an Apollo Partner . |
| Arconic Corporation | Customer; director interlock | GBTG provides travel services to Arconic. Revenue: ~$122,722 (FY2023) ; ~$0.4 million (FY2024) . Wallach serves on Arconic’s board . |
| Director comp paid to Apollo | Fee recipient | Wallach’s director fees paid to Apollo Principal Holdings III L.P. . |
- Related‑party policy requires disclosure of transactions >$120,000 with recusal of interested directors; board/committee approval required .
Expertise & Qualifications
- Core expertise: Private equity investing, board governance across industrials, education, consumer retail; finance background from Barclays .
- Education: Richard Ivey School of Business, University of Western Ontario – B.A. (HBA) with distinction .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Itai Wallach | — (none disclosed) | — | No personal beneficial ownership listed in 2025 proxy . |
| Stock Ownership Guidelines | 5x annual cash retainer for non‑employee directors | N/A | The guidelines do not apply to certain non‑employee directors who do not receive equity compensation; the proxy does not explicitly state applicability to Wallach. He received no stock awards in 2023 or 2024 . |
| Hedging/Pledging | Prohibited for all directors | Policy | No pledging or margin accounts permitted . |
Shareholder Support (Director Election 2025)
| Nominee | For | Against | Abstain | Broker Non‑Vote |
|---|---|---|---|---|
| Itai Wallach | 396,428,877 | 3,732,425 | 233,817 | 17,672,057 |
Governance Assessment
- Independence and engagement: Listed as independent; board met seven times in 2024 with executive sessions each regular meeting; attendance threshold met by incumbents (Wallach included) . Positive governance signal on structural separation of Chair and CEO .
- Committee influence: Expected appointment to Compensation Committee adds oversight weight on pay, alongside independent members and a chair; committee met four times in 2024 . The use of Semler Brossy to review director pay and policy updates indicates formal benchmarking and external input .
- Ownership alignment: No personal beneficial ownership disclosed; no RSUs received in 2023 or 2024; fees routed to Apollo. This materially limits “skin‑in‑the‑game” alignment relative to guidelines designed for equity‑receiving directors .
- Conflicts and related‑party exposure: Dual role as Apollo partner and Arconic director alongside GBTG’s commercial relationship with Arconic (revenues: ~$122.7K in 2023; ~$0.4M in 2024). Policy requires recusal and board authorization for related‑party transactions, partially mitigating conflict risk .
- Shareholder support: Strong “For” votes at 2025 annual meeting indicate current investor tolerance of the Apollo/Arconic interlocks and governance framework .
RED FLAGS
- No disclosed personal share ownership; no RSU grants (2023–2024), weakening direct ownership alignment .
- Fees paid to Apollo Principal Holdings III L.P., indicating compensation flows to employer rather than individual, and reinforcing affiliation with a 5%+ stockholder .
- Related‑party nexus: Arconic customer relationship while Wallach serves on Arconic’s board and Apollo is a significant GBTG holder; ongoing monitoring warranted despite formal related‑party controls .
Appendix: Board Committee Composition (2024 snapshot)
| Director | Audit & Finance | Compensation | Risk Management & Compliance | Nominating & Corporate Governance |
|---|---|---|---|---|
| James Bush | Member | Chair | — | Member |
| Susan Ward | Chair | — | Member | — |
| Kathleen Winters | Member | — | Chair | — |
| M. Gregory O’Hara | — | Member | — | Chair |
| Ugo Arzani | — | — | Member | Member |
| Alexander Drummond | — | — | Member | — |
| Raymond Donald Joabar | — | — | Member | — |
| Gloria Guevara Manzo | — | Member | — | — |
| Itai Wallach | — | — | — | — |
Notes: 2025 proxy indicates Wallach to be appointed to Compensation Committee replacing Guevara .