Susan Ward
About Susan Ward
Independent Class II director at Global Business Travel Group, Inc. (GBTG), age 64, serving since May 27, 2022; previously served on the Legacy GBTG board from September 20, 2021 to May 27, 2022 . She is Audit & Finance Committee Chair and a member of the Risk Management & Compliance Committee; the Board designates her term to expire at the 2027 annual meeting of stockholders . Ward is the retired Chief Accounting Officer of UPS (2015–2019) with 25+ years at UPS across finance, accounting, operations, risk management, external reporting, corporate accounting, internal audit, and M&A; prior experience includes Senior Manager at Ernst & Young in NYC and Atlanta . Education: B.S. Accounting (St. Bonaventure), MBA Finance (Fordham), Tuck School of Business Leadership and Strategic Impact Executive Program; Certified Public Accountant .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UPS | Chief Accounting Officer | 2015–2019 | Led global finance/accounting transformation with tech-enabled solutions (data analytics, AI, robotics) targeting annual savings; roles included Corporate Finance, M&A, Global Risk Management, Pension Investments, External Reporting, Corporate Accounting, Internal Audit; had P&L responsibility for a U.S. small package operation . |
| Ernst & Young | Senior Manager (NYC and Atlanta) | Not disclosed | Industry experience in real estate, telecommunications, entrepreneurial businesses . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Saia, Inc. (Nasdaq: SAIA) | Director | Since Nov 2019 | Not disclosed in GBTG proxy . |
| Ecovyst Inc. (NYSE: ECVT) | Director | Since Jun 2020 | Not disclosed in GBTG proxy . |
Board Governance
- Committee assignments: Audit & Finance (Chair); Risk Management & Compliance (Member). Audit & Finance members: Susan Ward (Chair), James Bush, Kathleen Winters; total Audit & Finance meetings in 2024: nine. Risk Management & Compliance members: Kathleen Winters (Chair), Ugo Arzani, Alexander Drummond, Raymond Donald Joabar, Susan Ward; total RMC meetings in 2024: four .
- Independence and expertise: Ward qualifies as an independent director under NYSE/SEC standards; Board determined she is an “audit committee financial expert” under Item 407(d)(5) of Regulation S-K . GBTG had eight independent directors in 2024, including Ward .
- Attendance and engagement: In 2024 the Board met seven times and committees met nineteen times; each incumbent director attended at least 75% of aggregate Board/committee meetings of which they were members (exception: one director at 73%—not Ward). Non‑management directors met in executive session at each regularly scheduled Board meeting .
- Board structure: Staggered classified board; Ward is Class II with term expiring at the 2027 annual meeting . Chair and CEO roles are separated (Chair: Michael Gregory O’Hara; CEO: Paul Abbott) .
- Audit & Finance Committee report: The committee (chaired by Ward) reviewed audited FY2024 financials with KPMG LLP and management; recommended inclusion in the 2024 Form 10‑K .
Fixed Compensation
- Director compensation policy (revised Nov 2024): Non‑employee directors receive cash retainers and RSUs granted annually at the stockholders’ meeting; meeting fee premium of $2,000 per meeting above thresholds; committee chair/member supplemental retainers as shown below .
| Component | Amount ($) | Notes |
|---|---|---|
| Board Director Cash Retainer | 85,000 | Annual; paid quarterly in arrears . |
| Meeting Fee Premium | 2,000 | For each board meeting above 10; each Audit/Comp above 8; each Nominating/Risk above 5 . |
| Audit & Finance Chair Supplemental | 20,000 | Annual cash; for committee chair . |
| Audit & Finance Member Supplemental | 15,000 | Annual cash; for committee members . |
| Compensation Chair Supplemental | 15,000 | Annual cash . |
| Compensation Member Supplemental | 10,000 | Annual cash . |
| Nominating & Corporate Governance Chair | 15,000 | Annual cash . |
| Nominating & Corporate Governance Member | 10,000 | Annual cash . |
| Risk Management & Compliance Chair | 10,000 | Annual cash . |
| Risk Management & Compliance Member | 10,000 | Annual cash . |
- 2024 actual (non‑employee director compensation): Susan Ward’s cash fees were $132,000; stock awards $160,000; total $292,000 .
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Susan Ward | 132,000 | 160,000 | 292,000 |
Performance Compensation
- RSU program: Annual RSUs granted on the date of the Company’s annual meeting; RSUs vest on the date of the next annual meeting, with pro‑rated vesting for partial terms; subject to continued Board service .
- Ward’s scheduled vesting: Includes 25,039 RSUs scheduled to vest on June 11, 2025 (the date of the 2025 annual meeting) .
- Performance metrics: The director RSUs are time‑based; no director‑specific performance metrics disclosed. Company’s pay‑for‑performance analysis (for executives) highlights Adjusted EBITDA as primary metric; Revenue and Free Cash Flow among key financial measures .
| Company-wide “Most Important” Financial Measures for Pay Linkage | Description |
|---|---|
| Adjusted EBITDA | Primary financial metric in AIA plan . |
| Adjusted EBITDA Margin | Secondary metric context . |
| Revenue | Primary driver of Adjusted EBITDA . |
| Free Cash Flow | Driven by Adjusted EBITDA results . |
Other Directorships & Interlocks
- Current public company boards: Saia, Inc. (Nasdaq: SAIA) since Nov 2019; Ecovyst Inc. (NYSE: ECVT) since Jun 2020 .
- Interlocks/conflicts: Compensation Committee members had no relationships requiring Item 404 disclosure; Ward is not on the Compensation Committee, but company-wide hedging/pledging is prohibited for directors, officers, and employees . Nominating & Corporate Governance Committee responsibilities include considering conflicts of interest of directors as they arise .
Expertise & Qualifications
- Financial expertise: Audit committee financial expert designation; deep accounting and reporting experience as UPS CAO; CPA .
- Operational/technology: Led global finance/accounting transformation using data analytics, AI, robotics at UPS .
- Industry experience: Logistics/operations at UPS; professional services at EY; broad corporate finance, risk, M&A .
- Education: St. Bonaventure (Accounting); Fordham (MBA Finance); Tuck executive program .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | Percent of Class | Notable Details |
|---|---|---|---|
| Susan Ward | 66,281 | <1% | Includes 25,039 RSUs scheduled to vest June 11, 2025 . |
- Ownership basis: Percentages based on 478,702,748 Class A shares outstanding as of the Record Date; unvested RSUs with voting rights included in outstanding count for the table, and RSUs scheduled to vest within 60 days counted for individuals as applicable .
- Stock ownership guidelines for non‑employee directors: 5x annual cash retainer; five years to achieve; retention of 50% of net shares until guideline met; independent directors have acted in accordance and continue to accrue stock toward meeting requirements as of proxy date .
- Hedging/pledging: Prohibited (including margin accounts, pledging as collateral) .
Governance Assessment
- Board effectiveness: Ward’s dual role as Audit & Finance Chair and RMC member positions her at the center of financial reporting integrity and enterprise risk oversight; designation as audit committee financial expert strengthens investor confidence .
- Independence and attendance: Independent under NYSE/SEC rules, with Board and committee attendance at or above 75% threshold; participates in executive sessions aligned with best practices .
- Compensation alignment: Cash/equity mix typical for directors; RSUs time‑based with annual vest aligned to stockholder cycle; updated policy increased RSU value to $200,000 and formalized meeting premiums—clear framework; Ward’s 2024 actuals show balanced cash/equity .
- Ownership alignment: Stock ownership guidelines (5x retainer) and mandatory retention support alignment; Ward holds RSUs scheduled to vest at the 2025 annual meeting; anti‑hedging/pledging policy mitigates misalignment risk .
- Potential conflicts: No director-specific related party transactions disclosed in the proxy; Compensation Committee disclosed no Item 404 relationships; Nominating & Corporate Governance Committee monitors conflicts as they arise .
- Shareholder signals: 2024 say‑on‑pay received >99% approval—supportive of compensation governance framework used by the Board .
RED FLAGS: None disclosed specific to Ward. Prohibitions on hedging/pledging, audit expert designation, and structured committee oversight are positive governance indicators .