John Thompson
About John Thompson
John David Thompson, 58, is Chief Technology Officer of Global Business Travel Group (GBTG) and has served as CTO since May 2022 after joining legacy GBTG in 2017; he previously held senior technology and operations roles at Western Union (EVP Global Operations & CTO), Symantec (Global CIO; later Group President, Services & Support and Global CIO), Oracle (Global CIO), and PeopleSoft (VP Services & CIO). He holds a B.B.A. from Marymount University and previously served over 10 years on the Board of Directors of CoreSite Realty Corp. . During 2024, GBTG delivered revenue of $2.42B (+6% YoY), Adjusted EBITDA of $478M (+26% YoY), EBITDA margin of 20% (+310 bps), and Free Cash Flow of $165M (+235% YoY) amid strong customer retention and cost discipline . Since public listing (May 31, 2022 benchmark), a $100 investment in GBTG equated to $111 as of year-end 2024 versus $155 for the selected peer index .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The Western Union Company | EVP Global Operations & Chief Technology Officer | Not disclosed | Oversaw IT infrastructure for next-gen money transfer and payment capabilities |
| Symantec Corporation | Global CIO; later Group President, Services & Support and Global CIO | Not disclosed | Led organization providing solutions/support in information security, technology, availability and storage |
| Oracle Corp. | SVP/Global CIO | Not disclosed | Senior IT leadership (CIO) |
| PeopleSoft, Inc. | VP Services & CIO | Not disclosed | Senior services and CIO leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| CoreSite Realty Corp. | Director | 10+ years (prior) | Served over a decade on the board |
Fixed Compensation
| Metric (FY 2024 unless noted) | Value |
|---|---|
| Base salary | $600,000 |
| Target annual bonus (% of base) | 100% |
| 2024 AIA payout factor (combined) | 150% of target |
| 2024 cash bonus paid (AIA) | $900,000 (150% x $600,000) |
| 2021 Executive LTIP cash vest (final tranche vested in 2024) | $291,667 |
Performance Compensation
- 2024 Annual Incentive Architecture: 70% financial (Adjusted EBITDA 45%, Cash from Operations less Capex 25%); 15% customer (Client NPS, Net Win-Loss Volume, Sustainability); 15% colleague (Engagement, Inclusion, High Performing Talent Attrition). Company achieved 133% vs plan; NEOs, including Thompson, received 150% payout factoring individual performance .
| Metric (AIA FY 2024) | Weight | Target | Actual/Result | Payout influence |
|---|---|---|---|---|
| Adjusted EBITDA | 45% | $450M | $478M | Above target |
| Cash from Ops less Capex | 25% | $120M | $165M | Above target |
| Client NPS | 5% | Not disclosed | Exceeded maximum level | Above target |
| Net Win-Loss Volume | 5% | Not disclosed | Exceeded target | Above target |
| Sustainability | 5% | Not disclosed | Exceeded targets (EcoVadis Platinum; 750k gal SAF; carbon pricing launch) | Above target |
| Employee Engagement | 5% | Not disclosed | Exceeded objective | Above target |
| Inclusion | 5% | Not disclosed | Exceeded maximum (7 pts above best-in-class) | Above target |
| High-Performing Talent Attrition | 5% | Not disclosed | Exceeded maximum | Above target |
- Long-term Equity (2024 grants; service-based RSUs; PSUs to begin in 2025):
- RSUs granted 3/6/2024: 286,751 units; grant-date fair value $1,579,998; vesting 1/3 on March 1 of 2025, 2026, 2027, subject to continued service .
- Company will add performance-based stock awards beginning with 2025 annual grant cycle to further link pay with long-term performance .
| 2024 Equity Awards | Grant date | Type | Shares/Units | Vesting schedule | Grant-date fair value |
|---|---|---|---|---|---|
| Annual LTI | 3/6/2024 | RSU | 286,751 | 1/3 on 3/1/2025, 3/1/2026, 3/1/2027 | $1,579,998 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 2,229,572 shares (includes exercisable options within 60 days) |
| Beneficial ownership as % of outstanding | ~0.47% (2,229,572 / 478,702,748; computed from sources) |
| Stock options (all fully vested) | 964,248 @ $6.84 exp. 10/9/2027; 306,806 @ $14.58 exp. 9/25/2029; 652,182 @ $10.03 exp. 12/2/2031 |
| In-the-money value (12/31/2024 ref price $9.28) | Only $6.84 tranche ITM: ~$2.35M gross intrinsic value (964,248 x [$9.28–$6.84]); other tranches OTM at 12/31/2024 price |
| Unvested RSUs outstanding (12/31/2024) | 286,751 (2024 grant); 182,863 (2023 grant); 7,229 (2023 Aug grant) |
| Earnout shares (performance-based; service-vested) | 45,413 unearned shares subject to performance criteria |
| Stock ownership guideline | 3x base salary for executive officers; five-year compliance window; all NEOs met guidelines as of Record Date |
| Hedging/pledging | Prohibited for officers and directors |
| 10b5-1 plan (insider selling cadence) | Adopted March 10, 2025; provides for potential sale of up to 306,336 shares plus 100% of the net shares vesting around Aug 12, 2025 and Mar 1, 2026, during 6/9/2025–9/30/2026 (affirmative defense under Rule 10b5-1) |
Implication: The 10b5-1 plan coupled with 2025–2026 RSU vesting dates suggests ongoing, programmatic insider selling into late 2026; pledging is prohibited, and ownership guidelines are satisfied, moderating alignment concerns .
Employment Terms
| Provision | Key terms |
|---|---|
| Employment letter | Dated 9/21/2017 (GBT US); base salary $600,000; target bonus 100% of base; eligible for standard benefits |
| Severance (no CIC) | 12 months base salary; target annual bonus plus pro-rata bonus (based on actual performance); up to 12 months health benefits; certain RSUs continue vesting during severance period; subject to release and covenants |
| Severance (CIC double-trigger) | Above, plus additional lump sum equal to 1x salary + 1x target bonus; health benefits extended (18 months); all RSUs vest immediately upon qualifying termination; 60-days pre- to 18-months post-CIC protection window |
| Restrictive covenants | One-year post-termination non-compete and non-solicit (customers, vendors, employees) tied to award treatment |
| Clawbacks | Dodd-Frank mandatory recoupment policy plus separate discretionary clawback for misconduct/reputational harm |
| Excise tax gross-ups | Not provided (shareholder-friendly) |
Potential Payments (as of 12/31/2024, illustrative):
| Scenario | Base Salary | Bonus | RSUs | Health benefits | Total |
|---|---|---|---|---|---|
| Involuntary termination (no CIC) | $600,000 | $1,500,000 | $1,802,575 | $19,144 | $3,921,719 |
| Involuntary termination (CIC) | $1,200,000 | $2,100,000 | $4,425,103 | $28,716 | $7,753,819 |
| Death | — | — | $4,425,103 | — | $4,425,103 |
| Disability | $600,000 | $1,500,000 | $1,802,575 | $19,144 | $3,921,719 |
Compensation Structure Analysis
- Mix and pay-for-performance: Thompson’s 2024 pay comprised fixed salary ($600k), performance-based AIA bonus at 150% of target ($900k), time-based RSUs (grant-date fair value $1.58M), and vesting cash from a legacy 2021 LTIP tranche ($291.7k), aligning with a program where a significant portion is at-risk and tied to financial/customer/colleague goals .
- Metric rigor and changes: The AIA emphasized Adjusted EBITDA and cash generation (70% combined), aligning with 2024 delivery of record Adjusted EBITDA and 310 bps margin expansion; the shift to introduce PSUs starting in 2025 should increase long-term performance linkage vs pure time-based RSUs (a positive for alignment) .
- Governance safeguards: No option repricing, no excise tax gross-ups, robust Dodd-Frank and discretionary clawbacks, minimum one-year vesting, and strict hedging/pledging prohibitions .
Performance & Track Record
| Performance lens | Data |
|---|---|
| 2024 operating results | Revenue $2.42B (+6% YoY); Adjusted EBITDA $478M (+26% YoY); EBITDA margin 20% (+310 bps); Free Cash Flow $165M (+235% YoY) |
| Commercial metrics | $2.8B total new wins; 97% overall retention; strong SME wins; NDC rollout with 20+ airlines |
| TSR since listing (to YE 2024) | $100 initial → $111 for GBTG; peer index $155 (S&P Software & Services Select Industry Index) |
Say-on-Pay & Shareholder Feedback
- Say-on-pay support exceeded 99% in 2024, indicating strong investor alignment with the executive compensation program design and outcomes .
Equity Ownership & Vesting Detail (Granular)
| Instrument | Status | Quantity/Terms |
|---|---|---|
| Options @ $6.84 (10/9/2027) | Exercisable | 964,248 |
| Options @ $10.03 (12/2/2031) | Exercisable | 652,182 |
| Options @ $14.58 (9/25/2029) | Exercisable | 306,806 |
| RSUs (grant 3/6/2024) | Unvested; time-based | 286,751; vest 1/3 each on 3/1/2025, 3/1/2026, 3/1/2027 |
| RSUs (grant 3/1/2023 cycle) | Unvested; time-based | 182,863; vest 1/3 each on 3/1/2024, 3/1/2025, 3/1/2026 |
| RSUs (grant 8/12/2023 cycle) | Unvested; time-based | 7,229; vest 1/3 each on 8/12/2023, 8/12/2024, 8/12/2025 |
| Earnout shares (service-vested; performance contingent) | Unearned; performance-based | 45,413 |
Risk Indicators & Red Flags
- Insider selling pressure: A Rule 10b5-1 plan adopted March 10, 2025 contemplates sales through September 30, 2026, including net shares from vestings around 8/12/2025 and 3/1/2026, indicating likely periodic selling into that window .
- Pledging/hedging: Prohibited, reducing alignment risk associated with collateralized or hedged positions .
- Clawbacks: Both Dodd-Frank and broader discretionary clawbacks are in place, enhancing accountability .
- Option repricing: Prohibited without shareholder approval .
Investment Implications
- Positive alignment: Strong emphasis on EBITDA and cash metrics (which outperformed in 2024), plus the move to introduce PSUs in 2025, improve pay-for-performance integrity; ownership guidelines are met and hedging/pledging is banned, supporting alignment .
- Selling overhang: The 10b5-1 plan suggests a measured supply of shares into the market through 3Q26; coupled with scheduled RSU vesting, near-term technical overhang is possible despite structural alignment safeguards .
- Retention and transition risk: Double-trigger CIC protections with full RSU vesting mitigate retention risk around strategic events; absent CIC, continued vesting during the 12-month severance period provides continuity incentives; robust non-compete/non-solicit and clawbacks further reduce conduct risk .