Kathleen Winters
About Kathleen Winters
Kathleen Winters, 57, has served as an independent director of Global Business Travel Group (GBTG) since May 27, 2022; she chairs the Board’s Risk Management & Compliance Committee and is a member of the Audit & Finance Committee, and the Board has determined she is an “audit committee financial expert.” She previously served as CFO at ADP (2019–2021) and MSCI (2016–2019), held senior finance leadership roles at Honeywell, and began her career at PwC; she holds a bachelor’s degree from Boston College, is a CPA, and a Six Sigma Black Belt. She also serves on the boards of Definitive Healthcare (DH) and The Hartford Insurance Group, Inc. (HIG).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ADP (Nasdaq: ADP) | Chief Financial Officer | 2019–2021 | Led global finance organization; capital allocation and transformation during the pandemic |
| MSCI (NYSE: MSCI) | Chief Financial Officer | 2016–2019 | CFO for leading index/analytics provider |
| Honeywell International | Various leadership roles (incl. CFO, PMT; Corporate Controller; Global Leader FP&A) | ~14 years | Finance leadership across large industrial segment and corporate functions |
| PwC | Auditor/Advisor | Early career | Served media/entertainment clients |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Definitive Healthcare (Nasdaq: DH) | Director | Current | Audit Committee member |
| The Hartford Insurance Group, Inc. (NYSE: HIG) | Director | Current | Not specified in GBTG proxy |
Board Governance
- Committee assignments: Chair, Risk Management & Compliance; Member, Audit & Finance. Audit & Finance met nine times in 2024; Risk Management & Compliance met four times in 2024.
- Independence and expertise: Winters is an independent director under NYSE/SEC rules and qualifies as an “audit committee financial expert.”
- Attendance: In 2024, each incumbent director attended at least 75% of Board and applicable committee meetings, except one director (Al-Sowaidi at 73%); Winters met the minimum.
- Executive sessions and leadership: Non-management directors met in executive session at each regularly scheduled Board meeting; Board leadership is separated—Greg O’Hara is Chair, Paul Abbott is CEO.
- Risk oversight: As Chair of Risk Management & Compliance, Winters oversees non-financial compliance, operational/cyber/environmental/sustainability risks; financial compliance and reporting oversight resides with Audit & Finance.
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 131,000 | 122,000 |
| Stock Awards ($) | 160,000 | 160,000 |
| Total ($) | 291,000 | 282,000 |
Director compensation policy (as revised for 2025):
- Annual cash retainer: Director $85,000; Board Chair $400,000 (supplemental). Meeting fee premium: $2,000 per meeting above thresholds.
- Committee retainers: Audit & Finance (Chair $20,000; Member $15,000); Compensation (Chair $15,000; Member $10,000); Nominating & Governance (Chair $15,000; Member $10,000); Risk & Compliance (Chair $10,000; Member $10,000).
- Equity: Annual RSU award to directors $200,000 (granted at annual meeting; vests at next annual meeting, subject to continued service).
Performance Compensation
| Equity Award Detail | 2023 | 2024 | 2025 |
|---|---|---|---|
| RSUs granted/credited (units) | 20,408 (Form 4) | 25,039 RSUs scheduled to vest 6/11/2025 (annual director grant schedule) | 30,816 (Form 4, 6/11/2025) |
| Fair value at grant ($) | 160,000 (director stock awards) | 160,000 (director stock awards) | N/A in proxy; director grant policy $200,000 for 2025+ |
| Vesting terms | Time-based; vest at next annual meeting per policy | Time-based; vest at next annual meeting per policy | Time-based; vest at next annual meeting per policy |
| Performance conditions | None for director RSUs (time-based) | None for director RSUs (time-based) | None for director RSUs (time-based) |
| Change-in-control treatment | Awards under current plan generally double-trigger for acceleration (termination w/o cause or for good reason following CIC) | Same | Same |
Notes:
- GBTG prohibits director hedging/pledging of company securities.
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Conflicts |
|---|---|---|
| Definitive Healthcare (DH) | Director; Audit Committee member | No GBTG-related party transactions disclosed involving Winters; company-level RPTs include Apollo/Arconic customer relationship, not implicating Winters. |
| The Hartford Insurance Group, Inc. (HIG) | Director | Same as above; no Item 404 relationship disclosed with Winters in GBTG filings reviewed. |
Company disclosures:
- Compensation Committee interlocks: None; members are independent and not current/former GBTG officers.
Expertise & Qualifications
- Financial leadership: Former CFO at ADP and MSCI; extensive capital allocation, investor communications, FP&A, tax, treasury, controllership, and internal audit oversight.
- Designated audit committee financial expert at GBTG.
- Risk oversight: Chairs Risk Management & Compliance Committee (non-financial compliance, cybersecurity, operational, sustainability risks).
- Credentials: CPA; Six Sigma Certified Black Belt; B.A., Boston College.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Kathleen Winters | 66,281 | <1% | Includes 25,039 RSUs scheduled to vest on 6/11/2025 (standard annual director grant schedule) |
Ownership alignment policies:
- Stock ownership guidelines: Non-employee directors must own stock equal to 5x annual cash retainer; 5-year compliance window; must retain 50% of net shares from equity vests until in compliance.
- As of the proxy date, independent directors have acted in accordance with the policy and continue to accrue toward requirements.
- Hedging/pledging prohibited for directors/officers/employees.
Insider trades (Form 4):
| Date (Filed) | Transaction Date | Type | Securities | Quantity |
|---|---|---|---|---|
| 2025-06-13 | 2025-06-11 | A – Award (RSUs) | Class A Common Stock | 30,816 |
| 2023-06-07 | 2023-06-06 | A – Award (RSUs) | Class A Common Stock | 20,408 |
Governance Assessment
- Strengths: Independent director with deep CFO experience; designated audit committee financial expert; chairs risk oversight; strong attendance; independent director equity ownership requirement and retention policy; hedging/pledging prohibited. Implication: enhances investor confidence in financial oversight and enterprise risk management.
- Compensation alignment: Director pay mix balanced between cash retainers and annual time-based RSUs, with updated 2025 policy raising the equity award to $200k—aligns director incentives with shareholders while avoiding performance metric complexity that can bias oversight.
- Conflicts/related-party exposure: No Item 404 related-party transactions disclosed involving Winters; company RPTs disclosed (e.g., Apollo/Arconic) do not implicate her. Prohibitions on hedging/pledging reduce misalignment risk.
- Workload/bandwidth: Holds two other public company directorships (DH and HIG); 2024 attendance met thresholds, mitigating overboarding concerns at GBTG.
RED FLAGS: None observed in filings regarding Winters (no attendance shortfall, no Item 404 related-party ties, no hedging/pledging). Continued monitoring of external board commitments and any changes in committee loads recommended.