Raymond Joabar
About Raymond Donald Joabar
Raymond Donald Joabar (age 59) is a Class III director of Global Business Travel Group, Inc. (GBTG) and currently serves as Group President of American Express Company’s Global Commercial Services and Global Servicing organizations; he holds a B.S. in Electrical Engineering from the University of Michigan and an MBA from Manchester Business School . He has served on GBTG’s board since May 27, 2022 (previously on the legacy board from 2019–2022) and sits on GBTG’s Risk Management & Compliance Committee; he was nominated by American Express pursuant to the Shareholders Agreement, and he is not listed among GBTG’s independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Express Company | Group President, Global Commercial Services & Global Servicing | 1992–present | Leads U.S. SME & global commercial card portfolios, B2B payments, working capital & spend management, and global customer service operations . |
| American Express Company | Group President, Global Merchant & Network Services | Prior role (dates not specified) | Executive leadership of merchant and network businesses . |
| American Express Company | Chief Risk Officer (Amex Co. and Amex National Bank) | Prior role (dates not specified) | Enterprise risk oversight; significant risk-management expertise . |
| American Express Company | President, International Card Services | Prior role (dates not specified) | Oversaw Global Travel and Lifestyle Services . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lincoln Center Theatre | Director | Current | Governance of major performing arts institution . |
| National Theatre in America | Director | Current | Governance of performing arts organization . |
Board Governance
- Board class/tenure: Class III; director since May 27, 2022; standing for re‑election in 2025 .
- Committees: Risk Management & Compliance Committee member (not Chair) .
- Independence: Not listed among the eight independent directors (NYSE definition) .
- Attendance: In 2024, the Board met seven times and committees met 19 times; each incumbent director attended ≥75% of meetings (except Mr. Al‑Sowaidi at 73%), indicating Joabar met the 75% threshold .
- Engagement: Non‑management directors met in executive session at each regular Board meeting; the Board separates Chair (Greg O’Hara) and CEO roles .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $95,000 | Sum of Board retainer and committee member fees (Risk Management & Compliance member) . |
| Committee Chair Premiums | $0 | Not a committee chair . |
| Meeting Fee Premiums | Not disclosed | Policy: $2,000 per meeting above thresholds . |
Performance Compensation
| Equity Component | 2024 Value (USD) | Vesting/Terms | Performance Conditions |
|---|---|---|---|
| Director RSU award | $160,000 | RSUs vest at next annual meeting following grant; pro‑rated for partial terms | None; director RSUs are time‑based . |
| RSUs scheduled to vest | 25,039 units vest 6/11/2025 | Annual grant schedule aligned to meeting cycle | None . |
Note: The Director Compensation Policy was revised in Nov 2024 to set annual RSUs at $200,000 going forward; 2024 awards reflect $160,000 legacy level .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed in proxy for Joabar . |
| Nomination source/interlock | Nominated by American Express; Amex owns ~33.0% of GBTG Class A and holds approval rights under the Shareholders Agreement . |
| Amex-related board presence | American Express nominees on board include Joabar and Alexander Drummond; James Bush is independent but formerly an Amex senior executive . |
Expertise & Qualifications
- Deep enterprise risk leadership (former CRO of American Express Company and American Express National Bank), global payments and servicing leadership, and multi‑region operating experience .
- Technical education (B.S. Electrical Engineering) and MBA; member of American Express Executive Committee; officer of American Express National Bank .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 66,281 | Includes 25,039 RSUs scheduled to vest 6/11/2025 . |
| Shares outstanding (Record Date) | 478,702,748 | Class A common shares outstanding on 4/15/2025 . |
| Ownership % of outstanding | ~0.0138% (66,281 / 478,702,748) | Derived from disclosed holdings and shares outstanding . |
| Pledging/hedging | Prohibited by company policy for directors . | |
| Stock ownership guidelines | Non‑employee directors: 5x annual cash retainer; 50% net‑share retention until compliance; guidelines may not apply to certain directors who do not receive equity . | |
| Alignment observation | At 12/31/2024 price ($9.28), 66,281 shares equate to ~$615k vs. 5x $85k = $425k; indicates guideline-level ownership if applicable . |
Governance Assessment
- Independence and conflicts: Joabar is not classified independent and is an active senior executive at American Express, a 33.0% stockholder with board nomination and significant approval rights over strategic actions under the Shareholders Agreement—this creates potential conflicts in matters involving Amex partnerships, branding, or transactions and requires ongoing recusal discipline and robust committee oversight .
- Committee fit: His risk-management pedigree (former CRO) is aligned with his assignment on the Risk Management & Compliance Committee, supporting board effectiveness in non‑financial compliance oversight alongside Audit’s financial compliance remit .
- Attendance/engagement: Board and committees were active (7 and 19 meetings in 2024), and Joabar met the ≥75% attendance requirement; non‑management executive sessions occurred each regular meeting, bolstering independent oversight despite sponsor influence .
- Compensation alignment: Director pay mix combines standard cash retainers and time‑based RSUs; no performance conditions on director equity grants—appropriate for independent oversight roles but relies on ownership guidelines and prohibitions on hedging/pledging to maintain alignment .
- Ownership/skin‑in‑the‑game: Disclosed holdings and scheduled RSU vesting indicate meaningful equity exposure; company policy requires 50% net‑share retention until guideline compliance, reinforcing alignment .
RED FLAGS
- Not independent and nominated by a major shareholder (American Express) with extensive approval rights under the Shareholders Agreement—heightened related‑party and control risk; monitor recusals and committee oversight on Amex‑related matters .
- Board interlocks with American Express through multiple nominees (Joabar; Drummond) and prior Amex executives (Bush), increasing potential influence vectors and necessitating strong Nominating/Governance practices around conflicts .
Mitigants
- Majority independent board (eight independent directors) and separation of Chair/CEO; standardized director compensation policy; strict prohibitions on hedging/pledging; recurring executive sessions without management .
- Clear delineation of financial vs. non‑financial compliance oversight between Audit & Finance and Risk Management & Compliance committees .