James Bush
About James Bush
James Bush, age 67, is an independent director of Global Business Travel Group, Inc. (GBTG) serving since May 27, 2022, and previously served on the legacy GBTG board from January 2020 to May 27, 2022. He spent over 30 years at American Express Company in senior leadership roles across global operations, risk, and international card services, and holds a B.S. in Accounting from Rider University; he currently chairs GBTG’s Compensation Committee and serves on Audit & Finance and Nominating & Corporate Governance . The Board identifies Bush as independent under NYSE rules (and eligible for Audit & Finance service independence standards), and notes executive sessions are held each regular meeting under an independent Chair structure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Express Company | President, Global Network & International Card Services; EVP World Service; EVP U.S. Service Delivery; Regional President Japan/Asia Pacific/Australia; Senior Advisor to CEO (growth in Asia) | 1986–2018 | Led global consumer business ex-U.S., global bank partnerships, customer care, operations, credit/fraud management; global risk leadership |
| Legacy GBTG (pre-SPAC) | Director | Jan 2020–May 27, 2022 | Board oversight prior to public listing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Valley Health System (NJ) | Board of Trustees; President’s Council | Current | Non-profit governance |
| Jupiter Medical Center (FL) | Corporate Board | Current | Healthcare governance |
| Rider University | Board of Trustees | Current | Higher education governance; alma mater |
| Webster Financial Corporation | Director | Prior | Public company board service (prior) |
| Penn State University | Global Policy Forum | Prior | Policy forum participation (prior) |
Board Governance
- Board classification: Bush is a Class II director with term expiring at the 2027 annual meeting .
- Committee assignments and roles:
- Compensation Committee: Chair; meetings in 2024 = 4; independent members include Bush and O’Hara; Itai Wallach replacing Gloria Guevara as member in 2025 .
- Audit & Finance Committee: Member; meetings in 2024 = 9; all members independent; audit committee financial experts identified (Ward, Winters); Bush qualifies for independence under Rule 10A-3 .
- Nominating & Corporate Governance Committee: Member; meetings in 2024 = 2; all members independent .
- Attendance and engagement: Board met 7 times in 2024; committees met 19 times in aggregate; all incumbent directors met at least 75% attendance except one director (Al-Sowaidi at 73%); executive sessions of non-management directors at each regular Board meeting .
- Independence status: GBTG identifies eight independent directors including Bush; he qualifies for Audit & Finance service independence .
- Leadership: Separate Chair (Greg O’Hara) and CEO structure; independent-led executive sessions .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Board cash retainer | $85,000 | Annual retainer for non-employee director |
| Compensation Committee Chair fee | $15,000 | Supplemental cash retainer |
| Audit & Finance Committee member fee | $15,000 | Supplemental cash retainer |
| Nominating & Corporate Governance Committee member fee | $10,000 | Supplemental cash retainer |
| Meeting fee premium | $2,000 per meeting above threshold | Applies to Board meetings >10 and committee meetings above thresholds (Audit/Comp >8; Nominating/Risk >5) |
| Fees earned or paid in cash (2024 actual) | $137,000 | Disclosed cash fees for James P. Bush |
Performance Compensation
| Equity Component | Grant Value | Grant/vesting terms |
|---|---|---|
| Annual RSU grant (director) | $160,000 | RSUs granted on annual meeting date; vest on the next annual meeting (pro-rated if partial term) |
| 2024 Stock awards (James P. Bush) | $160,000 | Stock awards value for 2024 as disclosed |
- No performance-conditioned equity for directors; RSUs are time-based and align director interests with shareholders .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Consideration |
|---|---|---|
| Webster Financial Corporation | Prior Director | Prior public board; no current interlock disclosed |
| American Express Company | Former senior executive | Board includes Amex-nominated directors and Amex retains certain approval rights under Shareholders Agreement, but Bush is designated independent and serves across independent committees |
Expertise & Qualifications
- Financial and operational leadership across global consumer and network businesses; risk, service delivery, and international markets experience from Amex .
- Audit & Finance committee independence eligibility; multi-committee service enhances governance breadth .
- Education: B.S. in Accounting, Rider University .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notable Details |
|---|---|---|---|
| James Bush | 83,781 | * | Includes 25,039 RSUs scheduled to vest June 11, 2025; less than 1% ownership |
| Stock ownership guidelines (directors) | 5x annual cash retainer | n/a | Applies to non-employee directors receiving equity; directors must retain 50% of net shares until guideline met; independent directors acting in accordance and accruing toward requirements |
| Hedging/Pledging | Prohibited | n/a | Company policy prohibits hedging, pledging, short-selling, and public options trading in company stock |
Governance Assessment
- Effectiveness and independence: Bush chairs Compensation and serves on Audit & Finance and Nominating, reflecting trust in his governance judgment; Board asserts independence compliance and robust executive sessions under an independent Chair .
- Compensation oversight quality: Compensation Committee engages independent consultant Semler Brossy, with independence affirmed; compensation programs reviewed for risk and align pay-for-performance; director policy updated in 2024 based on market benchmarking .
- Ownership alignment: Director RSUs and stock ownership guidelines (5x retainer) promote alignment; Bush holds 83,781 shares including scheduled RSU vesting; hedging/pledging banned, reducing misalignment risk .
- Attendance and engagement: No attendance red flag disclosed for Bush; Board and committee cadence suggests active oversight (Board 7; Audit 9; Comp 4; Nominating 2; Risk 4 in 2024) .
- Structural considerations: Shareholders Agreement grants American Express, Expedia, and QIA specific nomination rights and approval rights on certain actions; multiple shareholder-affiliated directors sit on the Board (e.g., Amex nominees). Bush’s Amex background could present perceived influence, but he is designated independent and sits on key committees with independent composition .
- Clawback rigor: Company maintains Dodd-Frank compliant clawback and discretionary misconduct-focused recoupment policy, supporting accountability .
RED FLAGS to monitor
- Concentrated shareholder approval rights under the Shareholders Agreement may constrain Board autonomy on specified actions; continued monitoring of how often these rights are invoked is warranted .
- Perceived conflict risk due to Bush’s prior Amex executive history in context of Amex’s board nomination rights and representation; mitigated by formal independence status and multi-committee independent composition .
Director Compensation (2024)
| Metric | Amount |
|---|---|
| Cash Fees (total) | $137,000 |
| Stock Awards (RSUs) | $160,000 |
| Total | $297,000 |
- Policy baseline: Board retainer $85,000; Comp Chair $15,000; Audit Member $15,000; Nominating Member $10,000; RSUs $200,000 policy baseline; meeting fee premiums $2,000 above thresholds. Bush’s disclosed stock awards total $160,000 for 2024 under the revised program .
Insider Trades
- No Form 4 transaction details are provided in the DEF 14A; beneficial ownership as of the record date is disclosed (83,781 shares for Bush, including 25,039 RSUs scheduled to vest June 11, 2025) .
Say-on-Pay & Shareholder Feedback (context signal)
- 2024 say-on-pay approval exceeded 99%, indicating strong investor support for compensation governance; informs overall governance confidence though focused on executive pay .
Committee Composition Changes (recent)
- Compensation Committee: Gloria Guevara stepping down; Itai Wallach to be appointed, maintaining independent composition alongside Bush (Chair) and O’Hara .
Attendance & Executive Sessions
| Item | Detail |
|---|---|
| Board meetings in 2024 | 7 |
| Aggregate committee meetings in 2024 | 19 |
| Executive sessions | Held at each regular Board meeting, led by Chair; directors expected to attend annual meetings |
Related Party Transactions (structural overview)
- Shareholders Agreement establishes nomination rights and significant approval rights for American Express, Expedia, and QIA on specified actions; Amex retains additional rights while “controlling” GBTG under BHC Act; mechanisms to terminate decontrol include exchange into non-voting preferred or registration/transfer rights .
- Registration Rights Agreement provides shelf takedown and piggyback rights for major holders and insiders; Board/committee oversight in place .
Stock Ownership Guidelines & Insider Trading Policy
- Directors must own stock equal to 5x annual cash retainer and retain 50% of net shares until compliant; independent directors acting in accordance and accruing toward requirements .
- Prohibitions against hedging, pledging, short-selling, and public options trading for directors, officers, employees .