Karen Williams
About Karen Williams
Karen Williams, 49, is Chief Financial Officer of Global Business Travel Group (Amex GBT) since July 1, 2023; she previously served as SVP–Deputy CFO from May 2022. She earlier held senior roles at IHG Hotels & Resorts (Global Head of Strategy & Planning), CFO of IAG Loyalty, and spent 15 years in multiple division CFO roles at American Express; she holds a degree from the University of Leicester and is a qualified ACCA accountant . During her CFO tenure, GBTG delivered FY2024 revenue of $2.42B (+6% YoY), Adjusted EBITDA of $478M (+26% YoY) with 310 bps margin expansion to 20%, Free Cash Flow of $165M, and leverage reduced to 1.8x, reflecting execution on cost, growth and cash priorities .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GBTG | Chief Financial Officer | Jul 2023–Present | Led finance through record Adjusted EBITDA and FCF, margin expansion, and deleveraging . |
| GBTG | SVP–Deputy Chief Financial Officer | May 2022–Jun 2023 | Supported public-company transition and financial planning . |
| IHG Hotels & Resorts | SVP, Global Head of Strategy & Planning | Not disclosed (prior to joining GBTG) | Led group strategy function . |
| IAG Loyalty | Chief Financial Officer | Not disclosed (prior to joining GBTG) | Finance leadership at IAG’s loyalty arm . |
| American Express | Multiple division CFO roles | 15 years (dates not disclosed) | Broad finance leadership experience . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Base) | Notes |
|---|---|---|---|
| 2024 | 629,760 | 100% | UK-based; salary paid in GBP and disclosed in USD; 20% increase vs 2023 . |
| 2023 | 508,400 | 100% | UK-based; salary paid in GBP and disclosed in USD . |
Performance Compensation
Annual Incentive Plan (AIA) – Company Scorecard and Individual Outcome (FY2024)
| Metric | Weight | Target | Actual | Company Payout vs Target | Individual Target | Individual Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 45% | $450M | $478M | Exceeded target | 100% of base | 150% of base for Williams |
| Cash from Ops less Capex | 25% | $120M | $165M | Exceeded target | — | — |
| Customer (NPS, Net Win/Loss, Sustainability) | 15% | Various | Exceeds target | Above target | — | — |
| Colleague (Engagement, Inclusion, High-performing attrition) | 15% | Various | Exceeds target | Above target | — | — |
| Aggregate | 100% | — | — | Company achieved 133% of plan | 100% | Williams’ bonus paid at 150% of base; cash bonus disclosed $925,969 and Non-Equity Incentive Compensation $955,939 (FX treatment differs) |
Notes:
- Fiscal Year 2024 cash bonus payouts (percent-of-base and cash amounts) reflect a combined performance rating factor and were paid in GBP with USD conversion; the proxy shows 150% of base and $925,969 for Williams in the “Bonus Decisions” table, while the Summary Compensation Table reports $955,939 in Non-Equity Incentive Compensation, reflecting different FX methodologies per footnotes .
Equity Awards Granted
| Grant Year | Instrument | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| 2024 | RSUs | 3/6/2024 | 301,270 | 1,659,998 | 1/3 on 3/1/2025, 3/1/2026, 3/1/2027 . |
| 2023 | RSUs (Annual) | 2023 | 70,532 | Included in 2023 stock awards 1,749,993 | 1/3 on 3/1/2024, 3/1/2025, 3/1/2026 . |
| 2023 | RSUs (Supplemental for CFO promotion) | 7/18/2023 | 178,082 | Included in 2023 total | 1/3 on 7/1/2024, 7/1/2025, 7/1/2026 . |
- Starting in 2025, GBTG will add performance-based stock awards (PSUs) to annual grants to further link pay and performance .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Record Date) | 152,481 shares; <1% of 478,702,748 shares outstanding . |
| Unvested RSUs outstanding (12/31/2024) | 301,270 (2024 grant); 118,722 (7/1/2023 grant); 47,022 (3/1/2023 cycle); 25,805 (3/1/2022 cycle) . |
| Options | None reported for Williams; no unexercised options listed . |
| Stock ownership guidelines | 3x base salary for executive officers; five-year compliance window; all NEOs met guidelines as of the proxy record date . |
| Hedging/pledging | Prohibited for officers and directors (hedging, pledging, short-selling, public options) . |
| Clawback | Dodd-Frank compliant mandatory recoupment for material restatements plus a discretionary clawback for misconduct or restatements causing damage . |
Vesting cadence and potential selling pressure:
- Time-based RSUs generally vest in equal thirds annually on March 1 or July 1 per grant schedules above, creating predictable vest events in 2025–2027 that could contribute to incremental insider selling capacity upon share delivery (subject to trading windows and guidelines) .
Employment Terms
| Term | Summary |
|---|---|
| Employment agreement | GBT UK contract dated July 7, 2023 upon appointment as CFO effective July 1, 2023 . |
| Base salary & bonus | Starting annual base salary £410,000 and target annual bonus 100% of base . |
| Perquisites | Monthly car allowance of £600 (UK-based NEO perquisites include pension-related contributions and car allowances) . |
| Severance (non-CIC) | Upon involuntary termination without cause/for good reason/disability: 12 months continued base salary; target annual bonus; pro-rata annual bonus at target for Williams; up to 12 months health benefits; RSUs scheduled to vest during the severance period continue to vest on schedule . |
| Severance (CIC double-trigger) | If involuntary termination within 60 days prior to or 18 months after a change in control: the above, plus an additional lump sum equal to 1x base salary + 1x target bonus; extended health benefits (6 months) . |
| Restrictive covenants | Post-termination non-compete and non-solicitation for one year (applicable to equity award treatment/continuation) . |
| Change-in-control vesting | RSUs immediately vest and settle if involuntarily terminated within 18 months post-CIC; certain vesting continuations/accelerations described, with settlement timing per 409A-compliant rules . |
| Gross-ups | No excise tax gross-ups on change-in-control payments (policy) . |
Potential Payments (illustrative, assuming event on 12/31/2024)
| Scenario | Base Salary ($) | Bonus ($) | RSUs ($) | Health ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary (non-CIC) | 629,760 | 1,585,699 | 1,940,447 | 12,924 | 4,168,830 |
| Involuntary (CIC) | 1,259,520 | 2,215,459 | 4,573,360 | 19,386 | 8,067,725 |
| Death | — | — | 4,573,360 | — | 4,573,360 |
| Disability | 629,760 | 1,585,699 | 1,940,447 | 12,924 | 4,168,830 |
Notes: RSU values based on $9.28 closing price on 12/31/2024 per proxy methodology; explanatory footnotes define components (e.g., salary months, target bonus treatment, health benefit calculations) .
Compensation Structure Analysis
- Mix shift and risk: 2024 equity was entirely time-vested RSUs; no options granted in 2024. Starting 2025, PSUs will be introduced, increasing explicit pay-for-performance leverage vs time-based RSUs .
- Rigor and design: AIA Plan put 70% weight on financials (Adj. EBITDA, cash after capex) and 30% on customer/colleague goals; company achieved 133% of plan with Williams’ payout at 150% of base, indicating upside tied to strong execution .
- Governance and safeguards: Ownership guidelines (3x salary) met by all NEOs; hedging/pledging prohibited; double-trigger equity acceleration; no CIC gross-ups; robust clawbacks .
Equity Vesting Detail (Outstanding as of 12/31/2024)
| Award | Unvested Units | Vesting Dates |
|---|---|---|
| 2024 RSUs | 301,270 | 1/3 on 3/1/2025, 3/1/2026, 3/1/2027 |
| 2023 Supplemental RSUs (CFO promotion) | 118,722 | 1/3 on 7/1/2024, 7/1/2025, 7/1/2026 |
| 2023 Annual RSUs (March cycle) | 47,022 | 1/3 on 3/1/2023, 3/1/2024, 3/1/2025 |
| 2022 RSUs (March cycle) | 25,805 | 1/3 on 3/1/2023, 3/1/2024, 3/1/2025 |
Performance & Track Record
- 2024 results under Williams’ finance leadership: revenue $2.42B (+6%), Adjusted EBITDA $478M (+26%), Adjusted EBITDA margin 20% (+310 bps), Free Cash Flow $165M (+235%), leverage 1.8x with $60M run-rate net interest savings; company announced $300M buyback and repurchased 8M shares privately .
- AIA metrics emphasized profitability and cash conversion (Adj. EBITDA and Cash from Ops less Capex) and achieved or exceeded targets; customer and colleague metrics exceeded targets, supporting durable commercial performance .
Employment Terms – Key Governance Provisions
- Non-compete/non-solicit: one year post-termination; equity treatment conditioned on compliance .
- Double-trigger CIC protection with additional lump sum; RSU vesting acceleration upon qualifying termination in CIC window .
- Clawbacks and trading: Dodd-Frank clawback and discretionary clawback in place; hedging/pledging prohibited .
- Ownership alignment: 3x salary guideline; all NEOs compliant as of record date .
Investment Implications
- Alignment: Williams’ pay design ties a large portion of compensation to Adj. EBITDA and cash generation with RSU-heavy equity that vests over three years; introduction of PSUs in 2025 enhances alignment with long-term performance .
- Retention vs selling pressure: Significant unvested RSUs through 2027 bolster retention; predictable vesting dates imply periodic share deliveries that could add modest selling liquidity, though ownership guidelines and trading restrictions mitigate indiscriminate sales .
- Downside protections limited: Double-trigger CIC, no gross-ups, and robust clawbacks indicate shareholder-friendly governance and reduce risk of misaligned payouts .
- Execution: FY2024 saw margin expansion, strong FCF, and deleveraging under her finance stewardship—supportive of incentive payouts and positive for equity value creation if trends persist .